Peter Parker Spectacular Superhero
by Screaming Dean
Summary: Peter Parker gets different super powers via the experiments of the Mastermind AKA Otto Octavius from the gamma radiated Mega Prime meteor transforming him into the super powered Megaman! In ch. 8 Mastermind uses his powerful suitcase bomb and a giant robot to terrorize New York City. Wonder Man attempts to stop him with the help of the Black Cat and Squirrel Girl.
1. Experimentation

Peter Parker Spectacular Superhero

!SPECIAL EFFECTS! _"THOUGHTS"_

Chapter One

"This science exhibit will be astounding!" Peter Parker said to his best friend, Mortimer Katzenberg who sat next to him as the school bus drove towards the Oscorp lab.

Mortimer Katzenberg was a small boy with black hair and coke bottle glasses without which he couldn't see very well. He had a slight nervous shake about him whenever he got either nervous or excited, something for which many of the jocks of the school had made fun of him. "You're right, Peter. This will such a great fieldtrip," Mortimer sometimes called Morty for short said with an excited shake of his body.

"I heard this will be…" !SLAP! "Ouch!"

"What a geek you are, Parker. You and your little friend are the only ones on this bus who actually want to go on this stupid fieldtrip!"

"If you don't want to go, why are you here, Flash?" Peter asked angrily, rubbing the back of his head, looking behind him where Flash Thompson and his even larger friend, Monk were seated on the bus, wearing their letter-man jackets. On the other side of the aisle from Flash and Monk sat a couple other football players, similarly dressed.

!SMACK! "Who said you could talk, geek? We're getting extra credit for this!"

"Your grades are so low you need the extra credit to simply graduate. Isn't that right, Flash?" !SLAP! "Ow!"

"Don't make fun of us, you geek! Just because we're about to graduate that doesn't mean we can't still kick your ass like we've been doing all through high school!"

"Yeah!" Monk agreed. "In fact after this fieldtrip is over we're gonna F*&# you up one more time. But this time you won't be able to limp away like you have in the past."

"What?"

"Did you really think you were going to be free of our control that easily, bitch?"

"That's right. We're gonna fix you up and fix you up good. Some of the other members of the football team will be there to get their pound of flesh out of you before we all graduate. Monk and I are the only ones going to play football in college so the other football players want to screw you over one last time before high school ends and you get to live happily ever after," Flash explained as the two other football players, sitting across the aisle from Flash and Monk nodded in agreement.

"That's right! We're gonna end the school year with a bang!" one of the other football players called out. "We're gonna gang bang your ass, Parker!"

"That's right, bitch! You're not free of us yet," Monk commented, looking over Peter in a menacing manner.

Then Peter turned towards Flash and the boys, surprising them with his sense of fearlessness and rage. "I'm not your bitch, bitch!"

"What?! Why you little #%*! You won't survive what we do to you now!"

"I'll fight you to the death if I have to," the bespectacled boy said, giving the bullies a glare. "If I end up dead, so be it!" At this point the jocks were put off, sitting down in their seats, seething with rage!

"Peter, what are you doing?" the smaller, even nerdier boy, sitting next to him asked nervously. "Those guys are going to kill you now."

"I've had it with them, Morty."

"Don't you remember what Mr. Smith said?"

"Hmm?"

"He said because we're smart instead of athletes, the girls ignore us and we get treated like garbage. But in the future, women will want us because we'll have a great deal of success. We only have to suffer them for a couple of more days. Then we graduate. There's no need to antagonize them. What will you do now?"

"I'll fight them."

"What? How will you do that?"

"I've been watching videos and reading books about martial arts and hand to hand combat, some of them written by some of the best martial artists in the world. I've also done a lot of exercising along with some weightlifting."

"What kind of videos and books have you been looking at?"

"Boxing, Thai-kick boxing, street fighting, military commando training, tae kwon do, Brazilian jiu jitsu, wing chun, wrestling, tai chi and speed hitting, to name a few."

"Speed hitting and tai chi?"

"Yes. There's this guy in Oregon who can hit someone twenty times in less than a second. I bought some DVDs from his company a few months ago. He has a huge school for martial arts in his home town."

"Oh," Maynard responded blankly.

"And tai chi is a slow motion exercise that helps me to control my body, mind, and spirit in order to assimilate everything I learned from watching those tapes."

"Can you really learn how to fight from watching tapes? I find that hard to believe."

"Well, I've learned how to use computers and electronics from books. I've also learned about detective work, forensics and criminology from books as well. I even know a lot about aeronautics and engineering from reading books and watching videos."

"Those things are different, Peter. Those require intelligence which we both have in abundance. We both know a lot about biology, physics and radiology as well because we've had the classes and gotten good grades in them. If I could have learned how to fight from a book or a video, I'd be like Mike Tyson."

"Actually you'd be more like Evander Holyfield who defeated Mike Tyson several years back. I've seen both fights on Youtube. Evander Holyfield was an intellectual boxer who used his brains more than most jocks. People underestimated him the same way you're underestimating me now; yet he beat up Mike Tyson, someone with similar intelligence to Flash Thompson. In other words he outsmarted his opponent," Peter explained.

"I see your point, Peter. But Evander Holyfield was still a great boxer in his own right, being the greatest cruiser weight of the 80's. He became a heavyweight when he bulked up a little. His brains simply gave him an edge."

"An edge? He defeated Mike Tyson decisively! Anyway. It wasn't just boxing tapes I've been trying to assimilate. I've learned Positions of Flexion, Trapping and pressure points."

"What would all that matter if your opponent is so much stronger than you?"

"What I learned will still work, but I have been working out a lot lately. I've spent years training in acrobatics, tumbling and contortionism in order to increase my flexibility and overcome my clumsiness."

Morty looked up at his fellow nerd for a moment. "Yeah. I remember how you've always been able to get out of bonds when the jocks tied you up. But do you think that will be enough to take on the whole football team? They'll gang up on you if you get lucky enough to beat one of them up. I wish you luck, Peter," the other boy said, finally noticing that Peter was a little better built than he was at the beginning of the year.

Then Peter turned towards his friend abruptly. "If I die, I die, but I'll die fighting!"

XXX

"We're here!" the science teacher called out happily from the front of the bus. "Everybody leave the bus in an orderly fashion. Then come inside the laboratory in the same fashion. They're experimenting on radiating minerals with lasers. It's all so interesting. Since this place has lasers and contains radiation all of you need to be careful. Horseplay in this place could easily get someone killed so be careful." Once the teacher had finished talking he ushered everyone inside.

"Gee, Gwen. Are you as bored with all of this as I am?"

"Sure am, Mary Jane. I suppose you needed the extra credit just like I did."

"I wasn't sure whether I needed the extra credit or not, but I didn't want to take any chances. I'm graduating by the skin of my teeth as it is," the sexy redhead said to her blond haired friend who was hot and sexy in her own right.

"So I guess you and Flash are going to celebrate later, hmm?" Gwen said with a knowing look.

"No way, Gwen! I can't stand Flash Thompson! He practically tried to force himself on me on our last date. And when I rebuffed him, he left me in a dangerous area of town. I'd sooner go along with someone like Peter Parker over there," Mary Jane replied, looking over her shoulder at said young man.

"Really? He's kind of a geek. You can practically have any guy you want. Why go for someone like that?" Gwen asked with a look of surprise on her face.

"He's actually nice to me. Besides, have you noticed how much he's been filling out as of late? He looks pretty good," the sparkling redhead said wistfully.

"Come to think of it, he has been bulking up a little bit. I wonder what kind of steroids he's been taking."

While this was going on Peter and Morty had walked over to a particularly interesting gamma radiation. "Very impressive, isn't it? Greetings. I'm Dr. Otto Octavius," the bespectacled doctor with a sugar bowl haircut that resembled Moe Howard from the Three Stooges said to the young boys. In addition to the lab coat he wore a harness of four extra tentacle arms made of adamantium steel that made his work easier, even allowing him to get tools that were too far away for his arms to reach.

"It is. I'm astounded at the amount of power you're using. You must have a huge electric bill," Peter replied, regarding the larger than life generators which were a little larger than medium sized cars and exuded an aura of translucent, green colored heat.

"Not as huge as you think, boy. I've created different sources of energy including some from alternate dimensions," the doctor said gruffly with a look at one his devices which beeped off excitedly as Peter got closer to it. Then he shot Peter a curious look, his gruff manner changing into a more congenial one. "What is your name, young man?"

"I'm Peter Parker. This is a wonderful set up you have here, Dr. Octavius."

"Of course it is. I'm the greatest nuclear physicist in the world. But I can see that you have some potential. Are you planning on going to college, Mr. Parker?"

"Yes. I'll probably be a chemist of some kind, assuming I can get a good scholarship."

"I see. I'd like you to come work for me here during the upcoming summer. If you do a good job for me here, I can guarantee you'll get into a good university like New York State, full scholarship and all."

"Really?"

"Yes. Here's my card." As Peter took the card and looked at it, Morty noticed something strange about another glass radiation chamber that was several feet away and even bigger than any of the generators in the spacious lab.

"Can you tell me the purpose of that experiment over there? I can feel the heat of it from here. Are you using more power than Professor Zachary has allowed you to use?" Morty asked, pointing at the glass chamber that had green energy residing in it.

"Uh? What? No, you're mistaken. This is a complex experiment that would take too much time to explain to the likes of you," Otto answered abruptly.

Despite what the doctor had said, Morty continued. "And then there's the large rock in that chamber which is a piece of the Mega Prime Meteor that fell a few miles from Manhattan a couple years ago. Why is it over there? Didn't you know that government at the urging of the NSA has made it against the law to even hold on to any of that meteor? NASA scientists have stated that the meteor is radioactive and dangerous," Morty explained, giving a closer inspection of the chunk of rock that was the size of a basketball and had a green glow to it.

"That's not a piece of the Mega Prime Meteor, foolish boy; it isn't green colored!" the doctor said gruffly.

"That's a piece of the Mega Prime Meteor, Dr. Octavius," Morty answered back with certainty. "My grandfather is a scientist who works for NASA. He studied that meteor for months. He even said some pieces of that meteor went recently missing. Government investigators found out that there were mad scientists and organizations like A.I.M. and Hydra that paid good money for pieces of that rock."

"Foolish boy, how would you know what a piece of that meteor even looked like?" the Dr. Octavius demanded harshly.

"My grandfather has taken me to the high security lab where the meteor was contained. So I know what I'm talking about. What did you do to it to make it turn into such an unnatural green color? The meteor is normally black, but it's glowing green something fierce. The meteor is volatile enough as it is. If you're not careful, it can blow up this whole laboratory. This is made worse by all the radiation you're pumping into it." Morty paused and gave an even more intense look at the equipment. Then he gasped audibly. "You're using gamma radiation. That's the same kind of gamma radiation that spawned the Hulk. That's why everything in that chamber is green. What are you doing, Doctor?"

_"Where did this boy come from that he would know so much about the Mega Prime Meteor? Bah. No matter. The piece of meteor rock that I had Niner procure is simply a focus from which I plan to attain power during an experiment that will make me the most powerful man in New York City. But this Peter Parker has a great deal of potential according to my instruments. I've been waiting for someone like him. If he doesn't call me I'll have to make sure he shows up here, so I can use him to increase my power! If this kid can convince his grandfather that I actually have a piece of that forbidden meteor, there might be trouble. I may have to have this kid killed unless I can get this Parker kid into my clutches tonight. I have much to consider, but for now this kid is getting too nosy for his own good!" _"You are mistaken, boy! Now run along and get back. You too!" he motioned to Peter. "The experiment is about to go into high gear. Get back!"

XXX

On the bus ride back, there were new conversations going on. "What did you think of that guy, Peter?" Morty asked with a little bit of suspicion towards the subject of discussion.

"He's brilliant but a little creepy."

"You think? If I didn't know better I'd say he was looking at you as if you were a science experiment much like that piece of meteor."

"Are you sure that was part of the Mega Prime Meteor?"

"I'm sure of it, Peter. As soon as I get home, I'm calling my grandfather to tell him what I saw. And here's something else," Morty said in a whisper, getting closer to his friend. "I took a picture with my IPhone. When my grandfather sees it, he'll have the proper authorities pay Doctor Octavius a visit. At any rate, I'd stay away from that guy if I was you, Peter."

"Well, I noticed the way he was looking at me too, Morty. I'll probably get a scholarship of some kind so I won't have to go work for that guy. And even if I still need money I can get work as photographer or get a job in the audio/visual industry."

"Now you're talking more sense, Peter. Maybe you'll learn how to get a hot girlfriend from watching a video," Morty said with a smirk.

"That's a good idea, Morty. I'll have to look into that."

"I was kidding, Peter."

"I wasn't. But were you serious about the whole lab going sky high just because of that irradiated meteor rock?"

"That's right, Peter. I'm surprised none of the other scientists noticed what was going on with that rock unless they're all in on it."

"Hmm. I know for a fact that I'll be staying as far away from that lab as possible," Peter answered.

"Now you're talking."

A few seat rows away from the two science students another conversation was going on. "So when are we going to nail Parker and his little friend? I just hated hearing them talking about all the wonderful things they're going to do after graduation," one of the two football players who wasn't going to college said bitterly.

"You're anxious to beat the crap out of him, aren't you, Dane?"

"You bet your ass, Flash," the large, muscle bound boy replied as his friend, sitting next to him nodded. "All I'm getting after high school is a job working at a factory. All the glory and girls I've gotten from being a football player are gone after school is over. My life is nothing but downhill from here. There's no way I'm gonna let those geeks go off into the future and enjoy the best years of their lives."

"All right, boys. How about we do it after school? Spread the word around to the other football players but make sure nobody else knows about this. This is going to be the worst day of Peter Parker's life," Flash said to his cohorts in a low voice.

XXX

At the end of the day Peter made his way home and found over a couple dozen football players barring his path. "What do you guys want?" Peter demanded fearlessly, standing his ground and glaring back at them.

"You're dead, Parker! Normally I'd be the first to kick your ass and treat you like the bitch you are, but most of the guys here have been waiting for this a long time. Therefore, Monk and I have decided to let these guys have first crack at you."

Peter turned towards the bane of his existence, giving him a look of fearlessness that unsettled the football star. "Is that so?"

"Yeah!" a football player answered as he ran over to the youngster. "Now I'm going to... Whoa! Ungh!" The rather large boy found himself flying into the air right over Peter who had used the tight end's momentum to toss him into the sky, sending him crashing to the ground flat on his back.

"You think you're so smart, geek? I'll show you what I'm made of!" one of the linemen who was the tackle whose position was next to the tight end at the start of a snap off called out, running towards Peter as fast as he could, but just like the first guy Peter used the martial arts he knew to throw him as well, also slamming him into the ground.

"I don't believe this!"

"Let's all rush him already. This is taking too much time!" another jock called out.

As the boys came at him in a rage, Peter grabbed the first one in the group to get to him who was a fast running wide receiver. Then he spun him around, throwing the boy into the incoming mob, knocking many of the others down like bowling pins.

Peter seemed to be doing well until Flash had taken a football and thrown it at him, hitting him on the head. "Ungh!"

"I've stunned him! You guys should be able to take him down now! Or do I have to do everything myself?!" Flash called out.

"We got it from here, Flash!" The jocks tackled the Peter to the ground and mercilessly pummeled him despite the fact that he struck back countless times, making his presence felt, but the numbers were too much for him thus he went crashing to the ground.

Then the sounds of police sirens made themselves known from a few blocks away. "Hey, guys! The police are coming! We have to get out of here!" Flash called out in a huff.

"Wait a minute, Flash," Monk said in response. "I want to throw this piece of garbage in the gutter where he belongs."

"Throw him in that dark alley over there and do it quickly. We gotta go!"

As soon as Monk had thrown Peter in the alley, slamming his head against the wall, he took off running, the others following suit.

After having run a couple dozen blocks away, the boys stopped when the coast was clear to catch their collective breaths.

"That was great, Flash! Puny Parker will be in the hospital for weeks, assuming anybody finds him," the big, bald football player said as he high fived his teammate.

"Glad you loved it, Monk. Did you enjoy yourself, Dane?" Flash asked as he turned toward the formerly embittered football player.

"Sure did. I broke one of that nerd's legs. He'll never walk again."

"That's for sure. I broke his other leg. He'll be in a wheelchair for the rest of his life. How dare he stand up to us?" another football player stammered.

"That's right!" another football player called out as he caught his breath. "We beat that guy up so badly his own mother won't be able to recognize him."

Flash Thompson rocked his head and laughed out loud as the boys around him joined in. "Now it's time for a huge end of the school year party at my house!"

"YEAH!" the boys yelled as they followed Flash to his home.

XXX

"Where's, Peter? He should have been back here hours ago," Aunt May said to no one in particular as she looked out the window of her kitchen upon finishing the dishes. It wasn't like Peter to miss dinner no matter how hard he studied. And on top of that, he knew she was making his favorite food in celebration of him graduating high school in a couple of days.

The reflection in the window sill showed a moderately attractive, middle aged woman with greying black hair that was shoulder length. She had done much to keep her girlish figure by engaging in aerobic exercises and restraining her appetite, so she was slender and fit.

"What was that, May?" a voice called out. Ben Parker walked into the kitchen with a smooth gait without making much noise and put his large hands on his wife's shoulders. His brown eyes showed concern as he breathed calmly. The moonlight from the window shone on his greying hair and handsome face. His wife turned around and regarded her husband with a sense of worry, letting her head fall on the man's broad shoulders.

"He should have been back by now, Ben. You know how he's been having problems with bullies at school. You think they may have done something permanent to him this time?"

"Now, May. There's no need to worry about that. The best thing we can do is call the school."

"I'll call them right now. And if I don't like the answer they give me, I'll go there tomorrow," the woman stated firmly.

"We'll go there tomorrow, May." Ben Parker gave his wife a look of assurance that helped to set her at ease, even making her smile a little.

XXX

On his way from the laboratory in a van with a couple of associates, Dr. Octavius was testing an ultraviolet vision device, allowing him to notice the prone and beaten form of an unconscious young man in a dark alley a couple blocks from the school.

"Hmm." Octavius said calmly.

"What is it, Boss?" the associate who was driving the black van asked.

"Slow down and park right over there, Niner." _"My small computer's going off more than it did earlier today. That guy over there has more potential than that Parker kid did. It's possible that the fact he's badly hurt is increasing his potential. Either way, I must use this guy for my experiment before he dies."_

"Rudy!" Otto ordered the larger man in the van.

"Yeah, boss?"

"Go over there and grab that guy in the alley. We're taking him back to the lab."

"Sure, boss, but I don't see anybody there."

"Just go over there with a flashlight, you oaf! The man there should be visible to you then."

The large man made his way to the alley with the flashlight, noticing the hardly moving form on the ground. Then he picked him up like a sack of potatoes and carried him back to the van.

"Good, now put him inside," the doctor ordered.

"How did you know this guy was here?" Rudy asked.

"I am a scientist of unparalleled genius, fool. I know a lot of things you can't even comprehend. Make sure he's all right. He's very important to an experiment I'm going to do."

The driver looked over his shoulder at the hardly breathing guy lying down. "Am I right in thinking you'll want to do this experiment tonight, boss? If that's the case, you might want me to call some of the other scientists."

"That's a good idea, Niner. Just drive us back to the lab. I'll start calling the other scientists right now."

XXX

"Where's my new test subject?" Otto Octavius demanded as he walked into the lab.

"Got him right here, Boss," Niner said as he gently took hold of Otto's new guinea pig, carrying him into the lab.

"Good. Now lay him on that table over there." As soon as the guinea pig was on the table, Doctor Octavius started tying him up, attaching electrodes and other equipment into him.

"Will your experiment still work even though he's injured?" a newly arrived scientist asked reservedly.

"Don't question me! It doesn't matter if he's well or not. Now it's important to get him hooked up, so I can use him as a template in order to bring power from an alternate dimension in order to increase my own power. Now get out of the way and do what you're paid to do!"

The scientist was taken aback for a moment, but complied, morosely making his way to his station.

"The machines are ready, doctor," another one of his assistants confirmed.

"Good." Then Otto lied down on the table next to the guinea pig and used his mechanical arms to hook himself up in the same way he had done with the young lad, attaching himself up to him as well. "Everybody put on your shades! We're about to commence!" As his assistant scientists did his bidding, Otto used his metallic arms to pull a lever down and then... !ZZZGGGTT! "It's working! Aah! Aah! Aaaaaagh!" Otto screamed in pain as electricity and gamma radiated energy coursed through his body.

"Turn it off! It's killing him!"

"No!" Otto demanded as he kept on screaming. The pain was so great as to make him lose control of his metal arms, making them swing wildly, one of them stretching over to the glass dome in which the gamma radiated Mega Prime Meteor rock resided, shattering the normally unbreakable glass casing.

The gamma irradiated meteor rock glowed in an even deeper shade of green as a piece of it broke off and came flying out of the broken container while gamma energy all over the place struck it, engulfing it. However, before it was totally vaporized, it landed on Peter and melded into him. At the same time, Otto Octavius' mechanical harness with the arms attached melded into him as well.

"The young man's glowing in a dark green color! He's convulsing! I'm shutting it down!" one of the scientists announced.

"No! I can feel the power surging through me! I'm getting stronger. More importantly, I'm increasing in intelligence. This guy's potential is greater than I could have ever dreamed."

"All the generators are overheating. If we're not careful, they're going to blow up and destroy the whole building! I'm shutting it off!" However, before the assistant could reach the lever, one of Otto's metallic arms struck the assistant in the head, smashing his skull in thus killing him.

!BEEP!BEEEP!BEEEEP!KABOOM!

XXX

A few hours later at 8:00 am in the morning, the head scientist of the Oscorp laboratory arrived and got out of his large, blue expensive car, surveying the wreckage. "Gasp! What happened here? The whole building has been reduced to rubble!" he exclaimed. He was a slender, old man with a well groomed moustache and clothes, his hair cropped short and graying. He felt a breeze go through his dark blue slacks, suit, and tie as he made his way through the carnage.

"We're still going through the wreckage, Professor Zachary," a fireman said, backed up by several other firemen who had put out the previous fire. Then something moved from under the debris. !CRUSH!

What came out of the wreckage looked familiar except he was a whole lot stronger and more imposing looking. The harness was gone but the four metallic arms were still there, seemingly moving around by themselves. While he still had the Moe Howard from the Three Stooges haircut, he was no longer hefty but broad shouldered. However, his new handsome looks were marred by the hostile sneer he gave to all the survivors of the destroyed building and anyone else that met his ire.

"Dr. Octavius! What happened here?" Professor Zachary called out as he ran over to the muscular and disheveled man.

"Silence, foolish old man!"

The head scientist was taken aback and stared at the changed doctor with his eyes wide. "What did you just say? Explain yourself!"

"Damage like this is acceptable. But if you must know, my experiment was a success. Now if you'll excuse. Where is that bum we used for the experiment?"

"Nobody knows where he is. He must have died in the explosion," one of the surviving scientists answered as he stumbled from the wreckage.

"Bah. No matter. He has fulfilled his purpose. The destruction of this lab and the death of that vagrant was a small life to pay for what I've become," the doctor said matter of factually.

"The destruction of the lab was a small price to pay? Did you use more power than I allowed you to use?" the head scientist demanded.

"You're making much ado about nothing. Did you want success or not?"

"I can see it from here. You used too much power! The generators are smoldering!" the older man gasped out loud.

"Enough! I'm leaving now, so stay out of my way! Niner, Attend me!"

"Yes, Boss!" the dark clothed man answered, appearing right next to him.

"We're leaving! Get my flying vehicle!" Niner vanished, and in a few moments what looked like a space age van stopped right by them. Then Otto made his way inside the vehicle with the head scientist attempting to stop him by grabbing him by his right arm.

"Dr. Octavius!" the head scientist screamed. "You're gonna wish you had died in that explosion after I'm through with you! I told you not to use too much power. I'm going to..."

Before Professor Zachary could finish his sentence, a metallic tentacle reached out, grabbed him by the neck and squeezed until there was a moist snapping noise! "Old fool. No one talks to me in that manner, me, the Master Planner! You will all hear of me in the future as I will one day be the master of the whole world!" With that Otto Octavius got inside the futuristic vehicle and closed the passenger door.

"He killed Professor Zachary! I always knew that guy was crazy, but I never thought he'd do something like that!" one of the scientists that arrived with the professor exclaimed as the space age vehicle flew into the sky and disappeared from view.

"Where's the guy Octavius was talking about?"

"No one knows where anybody is. All we can do now is search through the wreckage," another one of the scientists commented.

At that time, several reporters from different news outlets had showed up with their cameras, microphones, and questions.

"What's going on here? Is this another Oscorp experiment gone wrong? Where's Doctor Octavius?" a reporter who had just arrived called out with his microphone out.

"No comment!" a scientist answered. "We have a whole lot of cleaning up to do around here, so we'd appreciate it if you'd let us take care of the mess."

"Who's that coming out the carnage over there?!" a reporter yelled, noticing something moving in the wreckage.

A few seconds later, another figure appeared out of the rubble. He was a muscular and extremely powerful looking young man with luxuriously long, dark green hair. The strikingly beautiful powerhouse wore wristbands, flexible trousers, boots, and a long cape that matched the color of his hair while his impressively built, barrel chest and the rest of his fair skinned upper body were bare. His powerfully built physique moved with grace as it put champion bodybuilders to shame. His dark green eyes showed intensity as he regarded his surroundings as if he was the master of all he surveyed, his cape billowing in the wind. The long haired man stood at six feet four inches tall, weighing an impressive 250 pounds of much defined, rock solid muscle, his powerful arms measuring 22 inches in circumference each.

"I don't believe it!" one of the scientists from earlier called out from the gurney on which he was lying. "Octavius grabbed a man from off the street and used him for the experiment! Has he changed into that person over there?! He should have died in the explosion. What kind of powers does he have if any? Oooh!" After his proclamation, the scientist fell flat on his back on the gurney and slipped back into unconsciousness.

"Who are you?!" a reporter called out, running over to the green garbed Adonis with a microphone in his hand. "How did you come to be?" !FLASH!FLASH!

The vision of beauty and power stood there while photographers took pictures of him. Then he announced with a booming voice and an impressive pose while his cape billowed in the wind, "I am Megaman!"

"This is Ken Clarke from the Daily Bugle!" another reporter shouted as his cameraman taped the events while Lance Bannon kept on taking pictures. "How did you recover so quickly from your life threatening injuries, Mister Megaman?"

"Hmm. And here I thought this was dream," the wonderfully breathtaking figure answered, looking around, impressing everyone there with his unsurpassed presence and gorgeous appearance.

"This isn't a dream; this is real life!" In time, more and more people showed up, gawking at the newcomer and all the smoldering wreckage.

Then another reporter stepped up to the figure, doing her best to hide the admiration she had for the gorgeously muscular body of the bare chested young man. Her statuesque body stood at five feet, ten inches tall with broad shoulders and long blond hair. The wind tugged at her red dress that accentuated her busty physique as it threatened to upturn her skirt. Then the buxom beauty closed the gap between them and asked her question. "Why do you call yourself Megaman?"

The green haired figure paused for a moment. Then he looked the reporter in the eyes with a sense of seriousness. "I am what I am due to the explosion of the Mega Prime Meteor. In addition to that, Mega is short for great and powerful. And as of right now, I am great and powerful, being superhumanly strong and invulnerable. Anymore questions?"

"Are you planning on becoming New York City's newest superhero?" the same reporter asked.

"Yes." Upon noticing how attractive the reporter was, Megaman gave her a charming smile that made the young woman blush a little.

"Um, um. The reporter was at a loss for words as she took another admiring look at the specimen before her.

"Well, I'd like to thank all of you for showing up for my coming out party. Now it's time for me to depart. Up, up, and away!" With the new super powered individual flew off into the morning light blue yonder with the torrential wind tugging his cape behind him.

XXX

AUTHOR'S NOTES: This is a new twist on Peter Parker with him having different powers in different situations. Thanks for bearing with me through all the revisions I've done. I decided to change his name from Wonder Man to Megaman finally because it took me so long to figure out a right name for him. If anyone has a better name for Megaman, you can leave your suggestion in a review.


	2. New Training

Peter Parker Spectacular Superhero

!SPECIAL EFFECTS! _"THOUGHTS"_

Chapter Two

Early in the morning, Norman Osborne received a phone call. "Hello. Who is this?" the middle aged businessman answered impatiently.

"It's me, Doctor Rembrandt. There's been a disaster here!"

"Calm down, George. Tell me what happened."

"The laboratory blew up killing most of the people inside!"

"What?!" Norman Osborne screamed from the receiver of his telephone from the 40 story Oscorp building he owned.

"There's been an explosion at the laboratory, Mr. Osborne!" the scientist repeated, calling from across the street from the destroyed building. "It's practically rubble!"

"Where's Professor Zachary?"

"He's dead, Mr. Osborne. Otto Octavius killed him when he..."

"Is this some kind of sick joke?"

"No, Mr. Osborne! Check the local news if you don't believe me. And if that's not enough for you, you can come here where the lab used to be to see for yourself."

"Why did the lab explode in the first place?" Norman asked harshly.

"Dr. Octavius was using too much power for his experiment."

"What experiment was this?"

"Doctor Octavius was trying to get power from an alternate dimension by using a piece of the Mega Prime Meteor that fell to earth sometime ago and some homeless man he found on the street as a focus," the ruffled scientist answered nervously.

"Does anybody know the name of that man?"

"No. He was so disfigured from a previous beating that no one was able to tell who he was by looking at him."

"I see. And how did this unknown guinea pig figure in all this?"

"According to Octavius, the guy he picked up had a great deal of cosmic potential. Even though his experiment blew up the lab, Otto himself became what he calls the Master Planner."

"The Master Planner?"

"Yes, that's right. That's what Octavius calls himself now. The explosion changed him, making him stronger, more intelligent, and even more arrogant."

"And what happened to the guy Otto grabbed off the street?"

"Nobody knows where he is. Most people believe he died in the explosion."

"And why am I only being informed of this now?"

"It wasn't up to me, Mr. Osborne. I was only..."

"Hello, Mr. Osborne?" a voice that was all business interjected.

"Yes? Who is this?"

"I'm Detective DeWolfe of the NYPD. Please, stay where you are. We're sending some detectives over to your building to question you on what has happened here." !CLICK!

_"What the heck did Dr. Octavius do? I knew he was a little off, but it never occurred to me that he would turn into a ruthless killer. The problem now is how I can turn all this into my advantage." _"Miss Thatcher!" Norman commanded from the commlink on his desk.

"Yes, Mr. Osborne?"

"Get me Abigail Tender on the line!"

"Yes, Mr. Osborne!" the secretary answered with respect.

_"Tender's a gold digging bitch, but she always manages to get good information on the people I want to find out about. The sooner I know everything there is about this situation the better."_

XXX

"Where's my nephew?" May Parker demanded after arriving at the school the next day in the principal's office.

The hefty, balding principal took another bite out of his deluxe pastrami on rye sandwich as he ignored Ben and May Parker.

"Mr. Vander!"

"Uh, yes. There's no need to worry about your nephew, Mrs. Parker. He probably went off on a kegger. I bet he's sleeping it off in the bed of a naked girl as we speak. Forget about it."

"What? Peter doesn't do such things. We raised him better than that."

The principal put his sandwich down, wiped his mouth with a napkin, and looked May in the eyes. "You're making much ado about nothing. Near the end of the school year, students like to get wild and party. Even if your nephew is better behaved, chances are some pretty young thing gave him the opportunity of his life. For all we know he's probably on his way back home now. I would suggest you go back home and see if he's there. Now if he's missing for more than 24 hours, you can call the police. But I honestly wouldn't worry too much about it. Now I have a lot of paperwork in front of me. You can see yourselves out, can't you?"

Ben and May left the principal's office and thus the school without having gotten to the bottom of where Peter was. "The nerve of that man!"

"Now, May, it's entirely possible there's a good explanation for all this. Maybe we should go back home and see if Peter has called back," Ben commented, trying to calm the situation.

"All right, Ben. But I'm not going to rest until I know what's going on."

XXX

After flying through New York City and over much of the Atlantic Ocean, Megaman arrived in another area of the city in a vacant lot and touched down. _"That was great! I wonder what my exact limits are when it comes to distance. I bet I could fly all the way to the moon if I wanted to. I'm not the least bit tired."_

"_I remember how Morty talked about a shady uncle out in Queens who's also a computer expert with the ability to create new identities. Thanks to my better memory, I remember exactly where the guy lives. It's time for Megaman to pay this guy a visit." _

Megaman arrived at a shady area where the entrance of the home of the man stood there quietly. Using his x-ray vision he saw the man for which he was looking in a backroom doing some kind of paperwork. Upon arriving at the darkened doorstep, he knocked on the door.

"Who is it?!" a voice called out from inside.

"Benny Katzenberg?"

"Who wants to know?"

"I have need of your services, and I hear you're the one of the best."

"Wrong, I am **the best**. What do you need?!" Benny answered back, having gotten closer to the door so he could get a better look at the man on his doorstep. Benny was a very suspicious man who dealt with unsavory characters on a daily basis.

"I need another identity," Peter answered.

The door opened a little, showing Benny to be a man of average height and medium build. His black hair was short, wavy, and a little greasy while his suspicious eyes widened at the appearance of his guest.

"You want a new identity? I got your new identity. I got your new identity right here, pal," Benny Katzenberg answered.

"How much will it cost me?"

"That will cost ya 100,000 clams. That's with no questions asked and I'll forget that I ever saw ya," Benny answered.

"Really?"

"That's right. I even got things hooked up so that no one will be able to detect what I'm doing. So ya got the money or not?"

"How about this?" Megaman showed Benny a basketball sized bag of gold DE blooms that he had gotten from the bottom of the ocean.

After having examined one of the coins closely, Benny looked up and answered him. "All right, but since I'll have to figure out a way to launder all this, I'll have to take all of these coins."

"Fine. Now let me in, so we can get to work."

An hour later, Peter got the ID for which he had paid and left Benny's home, surprising the secretive, young man when he took to the skies and flew off into the wild blue yonder.

"Gasp!" Benny exclaimed. "What kind of guy was he?"

XXX

A few minutes later, Megaman arrived in Midtown, New York, landing on the sidewalk near a main street there. Many people looked upon him in shock and surprise as he touched down. Then a black car stopped abruptly a few feet from him.

"Hold it there, Megaman, assuming that's your name. We'd like to have a few words with you," a man in a trench coat, fedora, and slacks called out as another similarly dressed man got out of the car, both of them showing him a police badge.

The superhero's green eyes looked upon them without any concern or worry, taking their measure. "Am I under arrest?"

"No. But some wild and crazy things have happened recently, and we'll be wanting to know what went on and how you've turned into what you are," the other one said.

"All right. Let us be off then."

XXX

Later on at the police station, Captain Stacy was interrogating Megaman on what had happened during the explosion that had occurred earlier. "So what happened from the time you were taken off of the street?"

"I don't even remember being taken from the street. All I remember is falling asleep after…" Megaman stopped for a moment.

"After what?" the police captain enquired.

Peter paused for a moment. _"I don't want anyone knowing who I really am, so I'm going to have to make up a story."_

"After spending hours looking for a good job, I was making my way home when a gang of thugs got the jump on me."

"Are they the ones who beat you up?"

"Yes. I tried to fight them, but there were too many of them."

"I see. What kind of job were you looking for? You look like you could be a construction worker. Is that what you do?"

"I've tried getting jobs as a construction worker and others, but I haven't had much luck as of late. I might try my hand at professional wrestling."

"Wrestling?"

"Yes. I haven't done too much of that, I'm just looking into it."

"I see. Do you have any memory of being experimented on or hooked up to any devices?"

"No. I was totally unconscious for all that. But I do remember having dreams that match what you're saying."

"I see. I hear you can fly. Is that true?"

"Yes, that's true."

"Weren't you cold flying around dressed the way you are now early in this morning?" the police captain asked incredulously, regarding Megaman's state of dress, him being naked from the waist up except for his cape and wristbands.

"No. Not really."

"Where did those clothes you're hardly wearing come from? You couldn't have bought them from Macy's while you were unconscious," the police captain said with a chuckle.

"I believe they were formed from some of the materials in the area. Then there's also all the radiation in the room I had absorbed. My imagination and force of will also played a big part in my appearance," Megaman explained dourly.

"What do you mean by that?" the captain asked with more than a little bit of interest.

"I'm talking about subliminal transmutation. This occurred during the explosion that spawned me. To tell the truth, I've often dreamed of being the way I look like right now with the ability to fly. As it is, I can make what I'm wearing now disappear and reappear at will."

"If that's true, why are you so scantily dressed?"

"There was only so much material available," Megaman answered in a matter of fact manner. "I'm fine with how things worked out though."

"How is it that your hair and clothes are dark green?"

"That's the result of the gamma radiation that engulfed me and everything else in the room. You'll notice the Hulk's hair and skin are green as well.

"I see. Why isn't your skin green as well as your hair?"

"There were other types of radiation going on, but I came out all right," the green haired, fair skinned hero answered calmly.

"All right. Right now I'd like to have some police scientists test out your abilities."

"After everything that's happened, I don't know if I want to go through a bunch of tests like some lab rat again."

"It would be better to test you as far as what you can and can't do. This will make sure you don't inadvertently hurt someone. We have no idea how strong you are."

"I know what I can do."

"How do you know?" the police captain asked.

"While everything was being blown to kingdom come, I found myself in another dimension where my subconscious mind helped to turn me into what you see before you."

"Did it help to create your uniform?"

"Yes."

"Did you practice your powers in this imaginary dimension?"

"That's right. I trained for what seemed like countless years in the use of all of my newfound abilities, my fighting skills especially," Megaman explained with a sense of matter-of-fact calmness.

"I see. Anyway, I have a proposition for you."

"And what would that be?" the youth asked a little suspiciously.

"I would like you to work closely with the police department."

"Work with you guys closely?"

"That's right. It would be helpful to the city of New York if we had someone who could fly working for us. Besides, you could be a counter to someone like the Master Planner, the guy who used you as a guinea pig for his experiments."

"The Master Planner?"

"That's what Otto Octavius calls himself now."

"I see, but I still want to continue my education."

"Do you really think you could go to college the way you are now?"

"But I've always wanted to go to college," the young man stated determinately.

"Let me guess. You were a bookworm before all this happened?"

"Hmm. Not necessarily." _"The last thing I want is to give any clues to my secret identity. So I better send this cop in the wrong direction." _"I was planning on getting all kinds of grants and scholarships."

"Were you hoping to get an athletic scholarship?"

"Maybe," Peter lied. "I was never really too good at sports, but I tried very hard to get on a sports team."

"If you actually have super powers, there's no way you'll be able to play sports in college. That would be unfair."

"I suppose so, but who said life was fair? All I'd have to do is disguise myself, so I could play. Later I could make some serious money playing for the pros."

"That wouldn't be right, son."

The young man put his hands up in a surrendered fashion. "I guess you're right. I'll just use my competitive spirit in my life as a superhero."

"Now you're talking. What do you say about working more closely with us?"

"Well, I've heard a lot of stories about corruption in the New York City Police Department. And I think I'd do better acting on my own the way most superheroes do. However, I have no problem working with you when the need arises."

"You're making a big mistake, son. It would be better if you worked with us more closely," the police captain answered calmly.

"Then I'd have to reveal who I really was. Even if your department was devoid of corruption, sooner or later my real identity would leak out. Then my family and friends would be in peril. Nope, we can't have that." Megaman got up from his chair, regarding the police officer shrewdly and standing there in such a way to show that the interview was over. "It's time for me to leave. Good bye."

"I see. It's been nice talking to you. By the way, is your superhero name really Megaman?" the police captain asked.

"Yes, that's right."

"Why is that?"

"The name shows that I'm a great and powerful with a massive amount of strength and toughness," Megaman answered in a matter of fact manner.

"I see."

"This conversation's been interesting, but it's getting late, so I really need to go," Megaman replied as he turned towards the door.

"All right. I won't keep you any longer." Then he put his hand out, prompting the other man to shake it, and so he did.

"So long." With that, Megaman did an about face and made his way out, momentum tugging his cape behind him.

Captain John Stacy calmly watched the superhero go off. As soon as he was gone, Stacy took off the invisible pair of gloves he had been wearing and called out to, "Gina!"

"Yes, Captain?" a voice responded from a middle aged, portly woman who poked her head inside from the opened door.

"Take these gloves and have them analyzed for finger prints. We're going to find out who this Megaman really is."

XXX

The Master Planner and his henchman had flown in his sophisticated aircraft towards the Catskill Mountains, a natural wilderness area in New York State, northwest of New York City and southwest of Albany where there was a mature dissected plateau, an uplifted region that was subsequently eroded into sharp relief. There was nothing but green as they flew over forested and mountainous area.

"We're almost there, Boss."

"Good." In a few moments they came towards a medium sized mountain. But before the technologically advanced vehicle could crash a large bright portal appeared, allowing them to fly right through.

"It will take time for my plans to come to fruition when that happens I will rule the world!" Octavius announced after getting out of the flying van. "In the mean time we'll gather more henchmen together and more finances for my enterprises."

"Right, Boss."

XXX

Ben and May Parker arrived at home later that evening with concern on their faces over the days' events. "Do you believe the news, May? Who'd have thought some green haired muscleman would appear after that explosion at Oscorp Labs?"

"First Peter disappears after school. Then two nutcases called the Master Planner and Megaman appear out of nowhere causing trouble. What's this world coming to?" May Parker asked no one in particular as she rolled her eyes in resignation.

Upon opening the door, Ben walked inside with May behind him. "There's someone else here."

"Are you certain, Ben?"

"Yes, stay behind me, May." Ben grabbed a nearby lamp and moved forward silently towards the kitchen where it sounded as if someone was taking food out of the refrigerator.

"What the…" Ben shouted when he saw who was there.

"Hi there. You're probably wondering why I'm so late. Well…"

Upon seeing who the "intruder" was, Aunt May stormed right past her husband and confronted him. !SLAP!

"Ouch, Aunt May."

"Peter! Where have you been all this time?!" Aunt May demanded in a rage. Then she raided her eyebrows when she noticed that Peter looked a lot different, being bigger and taller than usual at five feet ten inches tall weighing a muscularly defined 175 pounds with handsome good looks. "Where are your glasses and how did you get so big?"

"It's a long story, Aunt May."

"What happened to you, son?" Ben asked, regarding the stark change in in his nephew and how tight his clothes were on him.

Peter put down the banana bread and milk and faced them. "Maybe I ought to show you."

Both Ben and May gasped when they saw Peter gain an additional 75 pounds of mass, muscle, and sinew along with four more inches of height in his transformation into the all-powerful Megaman!

Ben was awe struck as the green haired man stood before him. Upon another transformation, Peter "reappeared" as he was before.

"Holy Toledo!" Uncle Ben gasped in shock and surprise.

Aunt May stood there looking like a deer caught in the headlights upon witnessing the transformations. Then she fainted.

XXX

AUTHOR'S NOTES: I hope you liked reading this. Be here next time, When Peter takes on his first super villain. Here are his stats and abilities done via the classic Marvel RPG.

MEGAMAN (Peter Parker)

FIGHTING: UNEARHTLY (100) This means his fighting ability is at a super human level backed up by years of experience/training.

AGILITY: UNEARHTLY (100) This level of agility and reflexes is beyond human capability with the ability to dodge lasers with ease.

STRENGTH: SHIFT X (150) This is one level above being able to easily lift 100 tons.

ENDURANCE: SHIFT X (150) This is one level of endurance above immeasurable and never tiring.

REASON: EXCELLENT (20) This means a master's degree equivalent

INTUITION: REMARKABLE (30) This means deductive reasoning skills

PSYCHE: AMAZING (50) This means indomitable will power.

HEALTH: 500

KARMA: 100

RESOURCES: EXCELLENT (20) Avengers pay, small business

POPULARITY: AMAZING (50), Mega superstar

APPEARANCE: AMAZING (50), Megaman has a stunningly good looking appearance.

POWERS

True Flight: Megaman can fly at CLASS 1,000 speed (750,000 miles/hour) in atmosphere. He can fly faster than the speed of light in outer space.

Hyper Speed/Lightning Reflexes: Megaman is quick with an inhumanly fast reaction time; this gives him a better chance to act before his opponent and more times as well. He also has the ability to move, swim, run, etc. at 750 miles per hour without using his flight powers.

Invisibility: Megaman has the ability to move so fast as to be unseen.

Penetration Vision: Megaman can see through anything except for force fields.

Telescopic Vision: This allows Megaman to see objects from hundreds of miles away.

Ultraviolet Vision: This allows Megaman to see in darkness as long as there's at least a little bit of light.

Flash Vision: Megaman can attack doing Unearthly(100 tons worth of force) damage through his eyes with an undetermined range that can either be blunted or killing, wide angled or narrow beamed.

Flash Defense: Megaman has Unearthly protection from intense light and flash attacks.

Enhanced Hearing: Megaman has super human hearing, being able to hear sounds from a couple of miles away.

Psi Screen: Amazing

True Invulnerability: Unearthly (This means the ability to easily withstand 100 tons worth of pressure/damage whether physical or energy, bashing or killing attacks)

Invulnerability: Class 1000 resistance to Cold, Heat, Corrosives, Radiation, Toxins, Disease, Power Drains, Absorptions, Transformation attacks and the like, but this invulnerability does not protect him from being teleported.

Self-Sustenance: Megaman has no need to breathe and can survive the vacuum/high pressure of outer space. He can also go without eating, drinking, or sleeping for an undetermined length of time.

Regeneration: Amazing (50), This doesn't allow Megaman to wake up from being stunned or knocked out any faster than he normally would but mostly helps him to recover from injuries faster.

Bump of Direction: Megaman has an inward compass which allows him to intrinsically know his north, south, east, west and what is up and down no matter what his current position.

Super Breath: Megaman can exhale Unearthly (Over 100 tons of force) strength winds at a range of 330 yards with the strength of the attack diminishing the further away it goes after that.

Ki Energy Construct: Megaman can make an energy boomerang that can do as much as Amazing (50 tons worth of force) with a range of over a 1,000 yards away. He can also bounce it off of opponents and knock weapons out of targets' hands.

Air Dispel: Megaman can clap his hands together and dissipate fog or gas.

EQUIPMENT

Megaman's uniform, belt, pants, boots, cape, and wristbands adapt to his defenses and powers and cannot be taken from him.

Prehensile Cape: Megaman can make his cape stretch as far as six feet. He can also use each of the two bottom corners of his cape as if they were another pair of hands to the point they can grasp the hold of someone or something with his strength. He can also hide objects in the subspace of inside his cape to such an extent that no one would notice anything there.

TALENTS/SKILLS

Martial Arts: All, Weaponsmaster, Acrobatics, Tumbling, Escape Artist, Aerial Combat, High Pain Threshold, Stealth, Ambidexterity, Exhibition, Shadowing, Computers, Scholar: Martial Arts and Hand to Hand Combat, Photography, Criminology, Detective, Concealment, Audio/Visual, Electronics, Physics, Chemistry, Biology, Radiology, Engineering, First Aid, Speed Reading, Lightning Calculator, Eidetic Memory, Astronomy, Navigation, Japanese, Scholar: Japanese Anime

CONTACTS

NYPD, NSA

Alter Ego: Megaman has the ability to instantaneously change into his normal form of Peter Parker and back into Megaman at will. The talents and skills are the same while some of his powers aren't there and some of the more passive powers are reduced. Here are his stats.

Peter Parker

FIGHTING: AMAZING (50) This means ultimate human fighting machine.

AGILITY: AMAZING (50) This means being able to perform acrobatic feats with the ability to dodge multiple gunshots with ease.

STRENGTH: EXCELLENT (20) This normally means the ability to lift 800 pounds, but Peter can only lift 600 pounds in his normal form.

ENDURANCE: REMARKABLE (30) This level of endurance is at the human limit.

REASON: EXCELLENT (20)

INTUITION: REMARKABLE (30)

PSYCHE: AMAZING (50)

HEALTH: 150

KARMA: 100

RESOURCES: TYPICAL (6) AVERAGE

APPEARANCE: EXCELLENT (20) handsome appearance.

Resistance: Good (10) This means the ability to withstand 500 pounds of pressure whether physical or energy, bashing or killing. Peter has some of his other powers to a lesser extent in his civilian ID.

XXX

And here are the stats and abilities of The Master Planner/Otto Octavius which are vastly different from the canon Doctor Octopus, him having been supped up.

THE MASTER PLANNER (Otto Octavius)

FIGHTING: AMAZING (50) This level of fighting means ultimate human fighting machine.

AGILITY: REMARKABLE (30) This level of agility and reflexes means the ability to do acrobatic feats.

STRENGTH: AMAZING (50) This level of strength means the ability to lift(press) around 50 tons.

ENDURANCE: MONSTROUS (75) This level of endurance means superhuman fortitude, rarely ever tiring.

REASON: UNEARTHLY (100) This means superhuman intelligence with full knowledge of human and alien technology with the ability to improve, modify, and create it.

INTUITION: AMAZING (50) This means in tune with one's surroundings along with strong hunches.

PSYCHE: UNEARTHLY (100) This means a mind closed to external forces.

HEALTH: 205

KARMA: 250

RESOURCES: INCREDIBLE (40), Small corporation, millionaire

POPULARITY: -10, Despised by general public

APPEARANCE: GOOD, Otto has above average looks.

POWERS

The Master Planner's primary weapons are his four robotic tentacles, which are attached to the special harness that has molded into his torso. The tentacles are composed of pure adamantium, a Class 1,000 material(i.e indestructible) strength. Each telescoping tentacle can reach up to 110 yards away and terminates with a set of three single-jointed pincers, which can exert 20 tons of strength each. The tentacles can rotate in either direction like a screwdriver; the pincers are capable of performing very delicate tasks, such as holding a cigar, typing, and even thumbing through sheets of paper. The tentacles provide The Master Planner with the following powers:

Attack: a tentacle can cause Incredible (20 tons of force) blunt attack damage or Excellent (1000 pounds of force) edged attack damage (the Master Planner's choice) up to 110 yards away. Edged attacks by the tentacles shift an opponents' body armor/defenses 6 levels down, enabling them to easily tear through even Iron Man's armor.

Grapple: a tentacle can hold/lift an object or opponent with Incredible (20 tons) of strength. If two arms are used, the object or opponent is held/lifted with 40 tons of strength. No more than two tentacles can be used for grappling a single opponent at a time. The Master Planner can hurl any person or object his tentacles have grappled, with Incredible (20 tons) of strength if using one tentacle and 40 tons of strength if using two tentacles.

Block: a tentacle can block an opponent's attack. On a successful block, the tentacle takes the damage instead of the Master Planner. Due to the speed of the tentacles, blunt or edged attacks are blocked at +2CS. Blunt throwing or edged throwing attacks are blocked with no modifiers. Shooting, energy and force attacks, however, are blocked at -3CS. To cover his vulnerability to these kinds of attacks, the Master Planner will usually grab something or someone with one or more of his tentacles to use as a shield. When doing so, the -3CS penalty does not apply.

Dodging: If the Master Planner has at least two tentacles not engaged in attacking, grappling or blocking, he can use them to facilitate very quick movement. His agility is treated as Incredible (one shift up) for purposes of dodging any attacks when he has at least two tentacles free. If the Master Planner has all four tentacles free, his agility is treated as Amazing (two shifts up) for the purposes of dodging any attacks.

Transport: Using two tentacles, the Master Planner can travel up to 25 miles per hour. Using all four tentacles, he can travel up to about 50 mph. In either event, he can walk right over any obstacle less than two stories high. He's also capable of wall-crawling with Good ability by punching handholds into vertical surfaces with his pincers.

Wind Generation: the Master Planner can use one or more tentacles as a giant fan, creating winds of up to 50 mph. Small thrown weapons (such as knives or Captain America's shield) hit at -2CS in the face of such winds. The wind is also effective for dispersing gases.

Hyper-Invention: the Master Planner has superhuman intelligence with the ability to comprehend/design/repair technology whether alien or terrestrial. He likewise has super human capabilities in creating and designing new devices, robots, androids, weapons, energy systems, and artificial lifeforms.

Enhanced Mind: the Master Planner's irradiated brain gives him total memory recall and other mental abilities.

Telepathy: Amazing (50)

Mind Probe: Amazing (50)

Mind Control: Amazing (50)

Mental Bolt: Monstrous (50)

Psi Screen: Unearthly

Enhanced Senses: Otto has 180 degree spatial awareness allowing him to "see" all around him much like radar. He cannot be blindsided.

True Invulnerability: Incredible (being able withstand 10 tons worth of force whether physical or energy, bashing or killing)

Invulnerability: Class 1000 resistance to Cold, Heat, Corrosives, Radiation, Toxins, Disease, Power Drains, Absorptions, Transformation attacks and the like, but this invulnerability does not protect him from being teleported.

Regeneration: Remarkable This doesn't allow Otto to wake up from being stunned or knocked out any faster than he normally would, but this mostly helps him to recover from injuries faster.

EQUIPMENT

Otto has all sorts of devices and gadgets hidden on his person allowing him to "pull a rabbit out his hat" as the need arises.

TALENTS/SKILLS

Speed Reading, Lightning Calculator, Business/Finance, Cybernetics, First Aid, Medicine, Physics, Criminology, Mechanics, Metallurgy, Pilot, Biology, Chemistry, Leadership, Robotics, Computers, Electronics, Engineering, Energy Systems, Repair/Tinkering, Artificial Intelligence, Aerospace Engineering, Weapon Design, All Scientific Skills, Gamma Radiation. He practically knows everything on the fields of Radiology, Meteorology, and Nuclear Physics.

Contacts

The Master Planner will ally himself with various super villains. Such alliances won't usually last too long. He also has his own gang of agents.


	3. Visiting Old Friends

Peter Parker Spectacular Superhero

!SPECIAL EFFECTS! _"THOUGHTS"_

Chapter Three

Uncle Ben quickly maneuvered himself behind his wife, keeping her from hitting the floor. After placing her in a chair, he turned towards his nephew. "How did this happen, Peter? Are you that Megaman guy?"

"Yes, that's me."

Aunt May began to stir, waking up. "Ben, I had this dream that…"

'It wasn't dream, May. Why don't you start from the beginning, Peter?"

"All right." Peter then explained everything that had happened from the beating he took from the football team to the interview with Captain Stacy.

Uncle Ben regarded his nephew silently, fully recovering from the surprise he felt. "You seemed to have gotten bigger and stronger even in your normal form. Do you remember me telling you that with great power comes great responsibility several years ago?"

"Yes, I remember, Uncle Ben. You're saying I should use my powers to help mankind and things like that, aren't you?"

"That's right."

"How about his college?" Aunt May interjected. "I know for a fact that Peter has a scholarship available to him at New York State University."

"I can still go to college, Aunt May. But there has to be a way to make some money with the powers I've gotten."

"Be careful about that, Peter. Your powers shouldn't be used for selfish gain. Maybe you should consider working closely with the police," Uncle Ben explained.

"I thought about that, but I'd have to tell them who I really was. And all there needs to be is just one corrupt cop telling the wrong person and you and Aunt May are put in jeopardy. I'll work with them, but I won't be careless," the young man answered.

"You make a good point, Peter. I guess you'll keep calling yourself Megaman?" Ben asked.

"Yes. That's the superhero name I came up with ever since I got my powers and abilities from the Mega Prime meteor that merged into me. Then there's the alternate dimension I occupied for what seemed like a hundred or so years where I…"

"How is someone your age supposed to take on vicious super villains? Maybe you should wait until after college is done before you take anybody on," May interjected.

"There's no time to waste, Aunt May. I need to do what I can to make the world a better place." Then Peter paused as if he heard something.

"What is it, Peter?" Ben asked.

"There's an intruder breaking into Mary Jane Watson's house," Peter answered, using his vision powers to see what's going on.

"I thought you didn't have any powers unless you were Megaman," May said.

"I have some powers. They're just vastly reduced."

"Go on ahead, Peter."

Upon transforming himself into his alter ego, the long haired superhero zoomed out of the house unseen.

"Where's all your money?" the burglar demanded with his gun poised on Mary Jane and her aunt.

"We don't have any money. Just go!" the older woman pleaded.

"Listen here, bitch. I need money and I need it quickly. But I'll settle for something else."

"What's that?"

"I think I'll have your daughter's ass. She's a hot ass babe. Come here, girlie." The burglar moved with unforeseen speed and reached out for Mary Jane, grabbing her by the arm, and taking the opportunity to tear off her tube top, exposing her.

Mary Jane screamed upon the baring of her impressive bosom that stood out in comparison to the rest of her slender physique.

"Sweet." The burglar drooled at the sight of the frightened female who did her best to cover herself.

"Get away from my granddaughter, you creep!" a hoarse voice called out. Ted Watson had come to live with his daughter and granddaughter when he had a stroke. Despite that, he was still a firecracker of a man as he hobbled towards the burglar, his cane in his hand.

"Get out of the way before I gun you down, Pops."

"Get away from her!" the old man demanded.

"You asked for it!" !PING!PING!PING!

"Who the F*&% are you?!" the burglar demanded as the deadly projectiles bounced off the newcomer's muscular chest.

"I'm Megaman!" Peter announced with a deep, powerful voice, putting his hand out in a stopping motion. "Now put the gun down before I deal with you."

"You ain't doing nothing. I'll…" Before the burglar could do anything else, Megaman zipped over to him and took the gun from him, crushing it into fragments.

"It ain't over yet, roid boy!" A large knife appeared in the burglar's hand, flashing against the light as he brandished it. "Come on. Come on," the burglar said with a raspy voice, making come hither motions. Then he lunged for the hero with his knife forward.

"This has gone on long enough." A green blur zoomed in on the burglar, quickly striking him down with a blow to the jaw that sent him to the ground in a heap, his knife having fallen on the ground right next to him.

"Ungh!"

"I'm sure you can handle things from here on out," the hero said to Mary Jane and her family as he looked over his shoulders at them. "My work here is done." Leaping out an open window, Megaman took off for the skies. "Up, up, and away!"

"Wow!" Mary Jane sighed as her rescuer departed. After running towards the window from which he left, she was breathless, watching the hero's form get further and further away.

"Are you all right, Mary Jane?" her mother asked, running over to the girl and covering her up with some tablecloth.

"Oh, I'm all right." However, despite all that, the beautiful, young girl stared off after her rescuer, moaning with a sigh.

XXX

A few minutes later, Peter had returned. "How did things go, son?"

"Things went all right, Uncle Ben. That guy might have actually raped Mary Jane if I hadn't have showed up. I really wanted to cream that guy, but I restrained myself."

"That's good, Peter. We don't want you becoming judge, jury, and executioner."

"How about his schooling? There's no way Peter will have the time to be a superhero," Aunt May interjected strongly.

"Since he already has a scholarship to NYU, we can have him register there. But before college starts in September, I want you to patrol Manhattan and its outskirts, doing whatever you can to minimize the crime rate. Be prepared to leave the city if necessary too."

"I understand, Uncle Ben. I'll do what I can to make the world a better place."

XXX

Approximately three months later, Peter was taking classes at NYU. He had no need for sleep in his hero ID and little sleep otherwise. This allowed him to keep up with his studies despite his gallivanting as a superhero when the need arose.

However, one day as he was flying over the college, he noticed something amiss. Passing by an eight story building of the university, he heard, "Help me!"

"Get back in here! Nobody's going to help you!" a voice called out from the building, dragging the girl back inside by her waistline.

_"I know that voice!" _Peter thought to himself as he stopped, turned around, and made his way back to the building from which the girl had called out to him. After having used his vision powers to assess the situation, he flew into a dark corner in order to quick change. _"I don't need to be Megaman in order to deal with that jerk and his two friends. In addition to rescuing that girl, it's time for a little payback."_

Upon landing in a dark area and having changed into his civilian identity, Peter quickly made his way to the dorm room where the incident was taking place, kicking the door open with a forward kick.

"What was that?" The large, broad shouldered, redhead and his even larger two friends turned away from the sobbing girl whom they had stripped down to only her panties which were slightly torn. They had turned the lights off; therefore, they couldn't get a good look at their uninvited guest.

"You're gang raping some poor innocent girl? What a surprise, Flash Thompson!" Peter called out as he stood before them in an accusatory manner.

"I don't know who you are, but you better get out of here before you get yourself hurt!" Flash Thompson called out angrily with his friends behind him. All three young men wore spiffy letter-man jackets, denoting their athlete status.

The newcomer stood in a dark area of the room, making him hard to see except for his shadow. The three jocks turned away from their hapless victim and gave their uninvited guest a harsh glare which had no effect whatsoever, but when the shadowy figure returned their glare the young men wavered a little.

"Is that so?" Peter answered coldly.

"What did you say, you interloper?" one of the larger boys threatened.

"You heard me," Peter answered harshly.

"How dare you defy us? We're on the football team! We get to do what we want when we want. And everybody has to like it!"

"Not today. You guys are finished!"

"Who do you think you are? Flash demanded.

Then Peter moved forward towards the light switch and turned it on, making himself more visible to the attackers. "What's wrong, Flash? Still don't remember me?"

Flash looked at the brown haired man for a moment. "You look familiar. Peter Parker?! What are you doing here? I figured you'd be in a hospital for the rest of your life." Flash took stock of his former victim. "Been working out? No matter. You're still Puny Parker. I'm busy right now, but I'll F#% your ass up later. This girl's going first, so you'll have to wait your turn. Now get out of here, before we throw you out!"

"I'm not the same guy you remember, Flash. This time things will be different. Come and get some," Peter said, making come-hither motions with his hands.

"You're even more stupid than I remember. This time you'll die from what we do. You should have never come back."

"So it's like that."

"Yeah, it's like that! Get him! Get him! Get him!" Flash Thompson ordered, prompting the young men with him to charge their uninvited guest. However, before they could reach him, Peter moved forward, gliding on the ground, grabbing the both them and throwing each of them back over his shoulders and onto the ground with so much force that the jocks hit the ground unconscious.

"You're next, Eugene," the moderately muscular man said, walking over to the star football player as he regarded him coldly.

"How did you know I hated that name? I don't know what kind steroids you've been taking, punk, but there's no way a geek like you is going to beat me." Flash came bearing on Peter at a running speed but found himself struck in the stomach with a lightning fast snap kick before he could get to his opponent. "Oof!"

"Want some more?"

Flash Thompson took a good look at Peter who stood before him unflinchingly as the jock got to his feet. "I don't believe you just knocked me down."

"Believe it!"

"How did you get so juiced up? What kind of steroids have you been taking?" Flash said as he grasped his hurting midsection.

"I'm not taking steroids, but change happens. But there's a saying that goes, 'that which doesn't kill you can only make you stronger.' Now it's time to beat the living daylights out of you," Peter answered, walking over to his former tormentor and cracking his knuckles.

"I d-don't care how much you've changed. I'm going to beat you up worse than I did in high school. I..."

!CRACK!POW!SMASH!CRUNCH! "Ungh!" On the onset of Peter's punch and kick barrage Flash went down like a ton of bricks, lying on the ground in pain.

"I figured as much. As soon as someone with any kind of strength or power stands up to you, you fall like a house of cards," the angry, young man said, looking down on his prone opponent.

"Ooh! My legs hurt so badly! I'll sue you if I can't walk," Flash moaned.

"Shut up!" !POW!

"Ungh!"

"Thank you," the half-naked girl said, getting up and trying to cover herself with her arms as she made her way to her rescuer. The buxom girl stood at five feet four inches tall and weighed a curvaceous yet fit 120 pounds with long, shimmering blond hair and doleful blue eyes.

Peter turned towards the intended rape victim. "Are you all right?" Peter asked, finding it difficult to keep from staring at the strikingly beautiful, young woman with a drop dead, gorgeous figure and milky white skin who blushed helplessly under his gaze.

"Yes. I had no idea they would do something like this to me. They were so nice to me at first. Then they grabbed me violently and took me here as soon as no one could see what was going on. I'm so embarrassed that I fell for it," the young woman answered, crying as she put her arms around Peter and laid her head in his chest. _"This guy's simply wonderful! I feel so safe in his arms."_

"Here," Peter said, taking off his jacket and handing it to her. "Let's go to the campus police and tell them what just happened here."

"All right." The coed didn't flinch as she stood back and put the jacket over her half naked body, smiling sweetly up at Peter who couldn't take his eyes off of her. Then she relaxed and let out a sigh of relief. "_He's so handsome and strong looking!" _The affectionate girl put her arms around Peter again and snuggled up to him, causing him to blush a little more.

"So what's your name?"

"My name is Debra Whitman. I don't know what I would have done if you hadn't come in here and saved me from a fate worse than death," the girl answered, holding on to Peter as if he was a life jacket out in the middle of the Atlantic Ocean.

"You want to talk to the campus security about what went on just now?"

"Um, all right, but they probably won't do anything. Everybody here loves these guys. No one ever says no to them because they're football stars," the recovering girl answered as she caught her breath. "If anything, everybody will blame me for what happened."

Then a couple of men in uniform barged in the room. "What's going on in here?!"

"They must be the campus police," Peter announced.

One of the campus policemen walked up to them, looking on the ground and said, "that's Flash Thompson! What did you do to him?"

"I knocked him out cold."

"Why did you do that?"

"He and his friends were trying to rape this young girl, and when I confronted him on it, he and his bullying friends attacked me."

"We can't have that! I have $100.00 on the game tomorrow. If you've injured Flash Thompson and two of the best linemen on the team, I'll lose that bet!" one of the campus cops explained.

Then Peter gave him a harsh glare that unnerved the cop and his partner. "Don't you care about what happened to this innocent girl?"

"Of course, we don't. I've seen you around campus before. So who are you?" one of the campus cops demanded harshly.

"My name is Peter Parker."

"Listen here, Parker. I'm going to report this incident."

"Good, I'm glad to hear you…"

"No, I meant that you're the one who's going to be the heavy here. Nobody cares what happens to this slut," the campus cop spat out with contempt as he regarded the rankled girl. "Guys like Flash Thompson are way too important to this university. If I have anything to say about it, you'll be thrown of the college."

XXX

The next day over the weekend, Peter came back home and visited his aunt and uncle.

Upon entering the house, Peter walked with a spring in his step, grinning ear to ear and feeling disgustingly pleased with himself.

"You seem awfully happy, Peter. How did you do on your tests?" Uncle Ben asked with Aunt May setting the table for dinner.

"I did all right, but what's really making me happy is the return engagement I had with Flash Thompson," Peter said with a sense of pride.

"Oh? What happened?" Ben asked.

"He and some of his friends were raping some poor, helpless girl in a dorm room. I showed up and beat the daylights out of them."

Aunt May turned from the table and regarded her nephew. "You showed up as Megaman and beat them up? Peter, that's awful."

"No, Aunt May. While flying by the campus, I noticed what was going on. Then I changed into my normal self and confronted Flash on what he was doing. He was surprised to see me and had his friends attack me. Then he attacked me himself. I beat those guys up in less than a minute," the young man answered with an arrogant smile.

"It sounds like you wanted revenge. There's no room for that kind of thing in your life as a superhero," Ben explained as he made his way to his place at the table.

"What was I supposed to have done, let him rape that poor girl?"

"No, but you shouldn't use your newly acquired gifts to indulge your personal desires, Peter."

"I wasn't even Megaman at the time, Uncle Ben; I beat him up as myself," Peter explained as he defended his actions.

"We all know that ever since you've gotten those powers that your normal form is more capable than most people. Be careful on how you use your powers, Peter. There's another saying that goes, 'absolute power corrupts absolutely.'"

"I'm not planning on getting corrupt, Uncle Ben. I simply hate to see someone like Flash shame and humiliate those weaker than him."

"There's nothing wrong with being opposed to injustice, but you need to keep yourself under control, Peter," Aunt May interjected. "Never allow yourself to become evil."

"I won't, Aunt May."

"Good, now everybody sit. I've made your favorite, Peter, but there's something I think you should know about."

"What's that?"

"A couple of neighborhood girls have turned up missing. I've also read in the news that there's a gang kingpin in Las Vegas called Hammerhead. Word on the street is, he's selling drugs and kidnapping young girls in order to sell them as sex slaves to other countries."

"I see. And you want me to go to Las Vegas to see if I can find these girls, so I can return them to their families?"

"I'd appreciate it, Peter. My friends are worried sick over their daughters," May explained, giving her nephew a look which she hoped would invoke sympathy for the kidnapped girls.

"Well, after dinner I'll fly over there and see what I can find, but I don't know what I'll find there if anything."

"That's all I can ask. Thanks, Peter."

"No problem, Aunt May."

XXX

A couple hours later after dinner and doing some investigating online, Peter was in flight on his way to Las Vegas as Megaman.

_"I've found out that there's a lot to this Hammerhead crime boss and that he's engaged in countless crimes. From what I've heard on the chat rooms, a few of the cops there are on the take. There's no way I'm working with corrupt cops now. There's even a rumor that my old friend, Master Planner may have business with Hammerhead of some kind. I don't know what I'll do if I see that guy, but I'll figure it out before I get there,"_ Peter thought to himself as he increased his speed. !ZOOM!

XXX

A few minutes later, Megaman arrived in Las Vegas, flying over the town, careful to stay out of the lights and out of sight as he used his vision powers to see what he could find. _"It won't take long for me to find out where this Hammerhead is. Hmm. I'm not finding anything. I bet his base of operations is under ground. Come to think of it, I understand there's a fight tournament. Maybe I can enter it and find out what's going on."_

A couple minutes later, he noticed someone hailing him from two buildings away with a large search light. Out of curiosity, Megaman landed right next to the person. "Hello there, Megaman. Or should I call you Perry Gone?"

"Megaman is the name. Where did you get the name, Perry Gone?" the superhero asked, looking away askance with an appearance of innocence.

"I'm Valerie Cooper, a law enforcement officer for the National Security Agency," the tall, attractive woman with blond hair and a nice, slender yet somewhat busty figure answered, showing her credentials as she regarded the superhero before her.

"I see, so you're with the federal government," Megaman answered, giving the agent a confirming look.

"That's right. Since I'm with the government, I know everything about you, Mr. Perry Gone. Interesting superhero name you have there. Why do you call yourself that?"

"I got the name from the Mega Prime Meteor that helped to make me what I am today. In addition to that mega means powerful."

"Oh, I see," the NSA agent said in reply.

Peter smiled inwardly, knowing that his ruse had worked. In addition to flying over the ocean, Megaman had flown into outer space, figuring out when and where all the satellites would be viewing the Earth. Keeping all that in mind, he made certain he wasn't in these satellites' views while he was getting his new ID.

"How did you find out who I really was?" Megaman asked, pretending to be surprised and dismayed.

"You really should be careful whose hand you shake."

The hero looked upon the government agent with recognition appearing on his face.

"That's right. We knew you arrived at the police station and talked with Captain Stacy. Had you come to us sooner, we could have taught you how to keep your civilian identity more secret. I'm sure the whole police force knows who you are by now."

"That's all right. It's not as if I could have hidden myself for too long. I don't have a whole lot to hide as it is," Megaman said in response, looking upwards innocently.

"_I bet you don't,"_ the young woman thought to herself as she happily regarded the powerfully built, upper body of the man standing before her as his hair and cape blew in the wind.

"Now what can I do for you?" Megaman had his arms folded on his massive chest as he regarded the attractive government agent.

Then Valerie Cooper smiled and got her composure. "Are you on the lookout for Hammerhead and his criminal operation? If that's the case, we can help each other. We've been watching this guy for weeks now. An alliance would be beneficial to the both of us. We can also help set you up with another secret identity."

"And come under your control? I don't think so. However, I am willing to work with you on this project here and now."

The woman paused for a moment, a slight frown appearing on her face. Then she changed her countenance, becoming more friendly and congenial in an instant. "All right." The professionally dressed woman handed Megaman an 8" by 11" vanilla envelope. "I want you to read this report and memorize it thoroughly. Think you can handle that, big boy?"

"Yes." Peter read the information quickly, memorizing it in seconds. Then he handed it back to the lady. "I've read it. Thanks for your help."

The woman's eyes went wide in surprise. "You've memorized it by heart already? There's no way you could have read that so fast."

"I'm not just strong; I'm smart as well."

"Oh. Well, we in the government would like to get a more accurate appraisal of your powers and abilities…"

"I know what I can do. I'm about as strong as the Hulk or Thor, probably stronger," Megaman answered, giving the agent a pert look.

Valerie paused speechlessly for a moment. "Then doing this assignment won't be a problem for you. I guess you know all about Hammerhead and that fact he works for the Maggia?"

"Yes, he normally works in New York, but for the time being he's here in Las Vegas," the hero answered affirmatively.

"Yes, he is. In addition to running the Las Vegas area, he runs a gang here that's at least one hundred strong. He's also tougher than he looks with a head that's made out of concrete steel. He rarely gets involved physically himself, but he does get personally involved every now and then."

"I see. All right, I'm ready."

"Good. I'll have you entered in the underground Unlimited Class Fighting tournament for super powered participants by the time you get there. Try not to kill anyone, but don't assume that it will be a cake walk for you. There will be some very powerful contestants there. There will also be a lot of illegal activities going on there, so I want you to keep your eyes open."

"All right. I'm happy to be of service." Then Megaman took to the skies and flew off. "Up, up, and away!" !WOOSH!

A few minutes later, the emerald powerhouse arrived at the relatively unknown entrance of Hammerhead's underground base of operations. "Who are you?" the guard at the carved in gate at the five story high mountain demanded.

"I'm Megaman!" the young man announced with an impressive pose, sticking his chest out. "I'm here for the Unlimited Class Fighting Tournament."

"Oh, yeah?" the guard dressed in a pin striped suit similar to what a 1920's gangster would wear answered, looking down at a computer screen for a moment. "Oh, you're right here. All right. Don't make any kind of waves around here. These fights have no rules except that you can't have weapons. Once you're in, you're in. You can't back out until the end. You got that, greenie?"

"Yeah, I got it. Where do I go from here?"

"Go right over there where that light is. There's a huge arena there. But to tell you the truth, I don't see how a pretty boy like you is going to survive against some of the brutes in this fight game even if you have taken steroids or something like dat."

"I'm tougher than I look, Pops. You'll see how tough I am after I win this thing." Peter walked off as the broad shouldered guard watched the young man go, shaking his head. _"There's no way a fruitcake like that guy will survive against guys like Armadillo and the Wrecker."_

Megaman made his way to what looked like a well-lit football stadium except much bigger. Looking around, he noticed several other strange looking characters. _"Is that the Wrecker? Ever since the fight he had with Thor, nobody's seen him. The Abomination is here too, and there's the Blob! I'll have a lot to tell Valerie about when this is all over."_

"Everybody, pay attention!" a loud voice boomed. Everyone looked up to see a large, broad shouldered man with a prominently large, squared shaped head walk up to a podium which was thirty feet higher than the group of fighters that had showed up. His clothing consisted of a dark blue pin striped suit, black button down shirt with a white tie. His wardrobe made him out to look like a crime lord from America's distant past, as he looked around as if he was the master of all he surveyed.

"_That must be Hammerhead. I knew he had a huge head, but the pictures of him on the internet just didn't do him justice. Talk about larger than life,"_ Peter thought to himself.

"I've called you all here to today to see a great fight and to increase my business prospects! As you guys know, the winner of this elimination bout will get a millions clams!" Hammerhead explained, giving all the fighters a stern look.

"Let's get this thing started already!" a tall, muscular, and busty woman with long flowing, reddish-blond hair yelled out. She wore a tunic that exposed her midriff from her neck all the way down to her belly button. Her spiked outfit looked similarly to a swimsuit as it bared her thighs, the rest of her legs being covered by boots that went just below her knees.

"Take it easy, Titania! You'll get your chance!" Hammerhead replied. "Anyway, this will be an elimination bout. There are 16 of ya's, and by the end of this double elimination tournament there will only be one. I have VIPs here from all around the world," Hammerhead announced, gesturing to the crowd in the stands that consisted of hundreds of wealthy patrons, all of them itching for excitement. "So you better give us all a good fight!"

"We got your fight. We got your fight right here pal!" Megaman called out in an exaggerated New York accent.

"You think you're so tough, green jeans?" Hammerhead snapped.

"I don't think; I know!" the young man answered back.

"All right! You'll be the first person to fight... Let's see," Hammerhead said, looking over some papers. "You're fighting the Rhino. You happy, Greenie?"

"Yeah, I'm happy! When do we fight?

"As soon as everyone else clears the arena, you guys can fight it out!" Hammerhead ordered. Then he did an about face and walking away from the podium and making his way inside to his main office.

"About time." _"I just hated having to wait here for that windbag to finish. This Rhino guy shouldn't be too tough," _Peter thought as the crowd quickly cleared and a large grey figure with a horn on the top of his head began to charge him._ "That must be him. Here he comes!"_

XXX

AUTHOR'S NOTES: I hope you'll give me a review for this fanfic. Let me know what you think about it. But for now, I'm giving props to the ones who gave me reviews for the last chapter.

Sexy Neko Hibiki, nightslashcheetor, Satoko A.K.A., AshK, Sir Thames, luger 7, Radio Driver, Rocco13, Arsao Tome, gen x, zeo knight


	4. Gladiatorial Battles

Peter Parker Spectacular Superhero

!SPECIAL EFFECTS! _"THOUGHTS"_

Chapter Four

Upon arriving in Las Vegas, Nevada in the evening for some rare materials and underground business ventures, the Master Planner and his henchmen made their way from their plane to a taxi van large enough to accommodate them and their things.

"You there, take us to the Las Vegas strip and these coordinates," Otto Octavius demanded harshly, his tone brooking no disobedience.

"I'm on my break, buddy. Give me another ten minutes and I'll take you where you want to go," the tall, rail thin taxi driver called out upon the doctor's approach. The hawked nosed Italian-American from New York disregarded his potential passenger and took another puff on his cigarette, blowing smoke in the air as if he didn't have a care in the world.

Then the Master Planner waved a hand in the taxi driver's direction. "You don't need to take a break right now."

"I don't need to take a break right now," the taxi driver parroted, his eyes staring off into space like a zombie as he quit leaning against his van and stood up straight.

"You'll take us to the Las Vegas strip now."

"I'll take you to the Las Vegas strip now."

"Let's go."

"That was amazing. How did you do that?" one of Otto's henchmen asked, impressed with what he had seen.

"Never mind that now. I know things you're incapable of comprehending. Now put our luggage in this van. There's no time to waste," Otto ordered.

As soon as they had arrived where Octavius had wanted to go, he and his men took their things out of the van and promptly left the taxi driver who simply drove off without payment.

The Las Vegas Strip was a street that had the most casinos and gambling dens. The lights coming from these casinos and on the strip were brighter than the rest of Las Vegas, making the night brighter than it was during the day. Masses of people went to and fro as Otto Octavius and his henchmen made their way to their destination, getting there sooner since Master Planner had used his mind control to make everybody get out of their way.

"Here it is," Otto announced.

Then they heard a voice. "Greetings, Otto Octavius."

The Master Planner turned around to see, "Adrian Hearse!"

"That's me. I have a proposition for you." Adrian Hearse was a slender man of average height, impeccably dressed in a fine light blue, three piece suit. His brown hair was rather long which helped to make him a fairly good looking man despite the fact that he was slightly balding in the front.

"Is that so?" Both men were standing in a lobby on the Las Vegas Strip near where Hammerhead's underground yet well-known Unlimited Class Fighting tournament was being held. Behind the Master Planner were Niner and a few of his other henchmen who had hidden weapons on them. At the same time, Otto Octavius had his technological devices and metal arms hidden under his bulky trench coat.

"I understand you're a legitimate businessman," Adrian stated with a charismatic smile.

"Maybe. What do you have in mind?"

"There are certain people who have made several in roads in the Las Vegas area. These people have a lot of political power and..."

"I know all about Hammerhead and how he's your benefactor. I also know how Hammerhead has over powered the local mafia around these parts, and that he's part of the Maggia," Otto interrupted. "What does that have to do with me?"

"Well, since you're normally in New York, you're probably planning on creating a small empire for yourself. My benefactor can help you in this."

"Listen here, Mr. Hearse. What I'm doing in New York is none of your concern. However, I'm willing to do business while I am here, but I won't be a stooge for the Maggia the way you and Hammerhead are," Octavius snapped back harshly.

"Well, gee. Looking at your hairstyle, you already look like one of the Three Stooges," Adrian said with a chuckle. "Gak!"

"I'm really not amused by your weak attempts at humor. So why don't you shut up and take me to your boss while you still can?" Otto Octavius demanded with an air of authority that said he meant business, holding up the well-dressed man off the ground by throat, choking him.

"OK. Koff!" After Otto had released him, Adrian hurriedly led him inside the building, going underground where Hammerhead was seated at the center of a large table with a beautiful, bodacious blond, wearing a skimpy bikini on either side of him.

"And who do we have here?" the large, squarely built and square jawed man with broad shoulders and a large flat head barked out.

"This is Otto Octavius AKA the Master Planner from New York. He's here to do business with you," Adrian Hearse explained nervously.

Hammerhead snapped his fingers, motioning for the girls with him to leave. After the scantily clad lovelies scampered off with Otto's men enjoying the view of their backsides, he turned towards his new guests. "So you wants to do business, eh?"

"I do, but that's all I want," Otto explained pertly.

"All right. We can do that, but first, there are some fights I want to watch. You can have a seat of honor during these battles."

"I'm a busy man, so I really don't want to waste time with such frivolities," the Master Planner interjected impatiently.

"Really? You mean you're not even interested in seeing your old friend, Megaman, in his first fight in my tournament? It's going on right now," the gangster said with his eyebrows raised.

"Hmm. I wondered what happened to him after he had gotten out of the rubble of that explosion. I guess I'll wait around and accept your hospitality, but I want to talk business as soon as possible."

"All right. This way, gentlemen!" Hammerhead led them to where box seats on a balcony were, so they got a good view of the fights taking place in the arena. The arena was large and circular like a stadium in the ancient Roman Empire. It was larger than a football field, being a huge 150 yards in diameter.

The Master Planner and his host were treated to the sight of Megaman flying upwards while the Rhino attempted to hit him with a charging attack that missed completely with the Rhino slammed into the reinforced wall of the arena. "Come back down here, you green jeaned coward!"

"Sure, I'll come down." The flying warrior quickly came bearing down on his opponent fists first, striking him right between the eyes.

"Oh!" the Rhino moaned as he went crashing to the ground.

"Is that all you got?" Megaman said to his downed opponent.

"No, it isn't!" The Rhino got up quickly and charged him again.

!CRACK! Before his opponent could get to him, Megaman struck him with a snap kick that knocked him back. "How do you expect to win any fights when all you can do is a rhino's charge?" the green haired warrior asked, getting in a stance in anticipation for another attack.

"Shut up!" The Rhino got up again, attacking his opponent with another charge that found only air.

"So I guess you're a **R**epublican **I**n **N**ame **O**nly?"

"No, what gave you that stupid idea?"

"That's what Rinos are called. Get it?"

The Rhino paused for a moment. Then he understood what his opponent meant. "You think you're so funny? Wait until I get my hands on you!" the Rhino said, making another charge.

"Well, here we go again," Megaman said, doing his best to sound like a former Republican president. Then he grabbed the oncoming Rhino, violently throwing him into the air. And before the Rhino got as high as 770 yards, Megaman flew upward at super speed, getting to his opponent's destination first. While he was looming over him, Megaman struck the head of the Rhino with an axe handle attack, sending his opponent crashing to the ground. "This has been interesting, but it's about time we end this fight."

"I'll end it!" Rhino responded, getting up and taking swings at his opponent.

"You want to duke it out? Let's go then!" !CRACK!POW!SMASH! Megaman got in several hits while his opponent got in one which he simply shrugged off. And in a matter of seconds the Rhino ran out of wind and dropped to the ground unconscious.

"Hmm," Octavius opined, having watched the fight with interest amid the cheers of the crowd watching the fight.

"Kinda glad you decided to show up and see this, aren't ya?" Hammerhead asked, giving his guest a sideward glance.

"I am." The criminal Master Planner, Otto Octavius looked at the distant form of the victorious fighter in an obviously covetous manner.

"The guy ain't half bad," Hammerhead stated, favoring Otto with a smile.

"He's nigh invincible!" the Master Planner announced. "And it's all thanks to me!"

"What do you mean?"

"I made him into what he is! I did all that," Otto exclaimed in regards to the dark green haired warrior standing over his vanquished opponent and raising his hands in victory. "I need to get him into my organization. He should me working for me!"

Hammerhead regarded the mad scientist for a moment. "Maybe so. There are some more fights starting up though. Let's see who is next." Hammerhead took a good look at the roster. "It's Titania versus Oxman. This oughtta be good."

"You can watch this fight if you want, but I'm going to find this Megaman and talk to him. Where is he?" Otto demanded as he quickly rose from his seat, his henchmen getting up with him.

"He's probably in the locker room below."

"I'm going to have a word with him." Octavius turned towards his host with a sense of authority that meant what he said wasn't so much a request as a demand.

"All right. Hearse! Take Mr. Octavius to that Megaman guy!"

"Yes, Boss," Adrian Hearse confirmed as he made his way from the balcony seats and went downstairs to the waiting area where Megaman waited for his next fight with the impatient Master Planner and his henchmen following close behind.

"Try to be back here for dinner later so we can talk business!" Hammerhead called to his guest's departing form.

"Hey, Megaman!" Adrian Hearse called out arrogantly as soon as he had arrived in the locker room and saw him.

"Yeah, what? You talking to me?"

"Yes, I'm talking to you."

"You must be talking to me, you're looking at me. What do you want?"

Adrian Hearse rolled his eyes upon comprehending what Megaman had said. Then he walked up to him face to face. "This guy here wants to talk to you."

The powerfully built warrior folded his arms against his massive chest and saw, "Otto Octavius!"

"It's been a long time, Megaman. My, how you've grown," the Master Planner announced, regarding the man in front of him as if he owned him.

"Yes, I've grown. I'm bigger, better, badder!" Megaman announced, expanding out his massive chest with his fists on his hips and his head cocked back in an arrogant stance.

"Well, since I had a hand in creating you, you ought to take my lead and join with me. I'm going to rule the world one day, and if you get in on the ground floor right now, you'll stand to get everything you've ever wanted."

"Is that so?"

Then the face of the Master Planner hardened. "That is correct. You'll accept my offer if you know what's good for you."

The emerald gladiator paused for a moment. Then he answered the man harshly. "You grabbed me off the street, used me as a guinea pig for an experiment that almost killed me, and left me there to die. Then you have the nerve to come here and make me an offer I shouldn't refuse? Never would I imagine you treating me with such disrespect."

"It was all for science. Besides, you were beaten within an inch of your life when I found you."

"I was just hurt from a beating. I wasn't seriously injured. I could have just laid there until a policeman or somebody else noticed me and took me to the hospital. It wasn't as bad as it looked."

"You were so disfigured that no one could have recognized you. But despite all that, you've benefited from what I've done a great deal as anyone can see. Listen, boy. I made you, thus I can unmake you. Follow my commands or else!" Octavius ordered, practically threatening him. The bespectacled older man got in Megaman's face with a menacing glare, but the youth was unimpressed.

"Listen up, Moe," Megaman replied, regarding the older man's hairstyle. "I'm through being pushed around by you or anyone else. From now on, I'm doing what I want, looking out for number one." Then he pointed his thumb to his chest arrogantly. "So you can take your commands and stuff it!"

"He really ripped you a new one there, Octavius" Adrian Hearse announced with a couple of unconcealed chuckles.

The Master Planer glared at the professional go-between for a moment then he turned back towards the young man. "How dare you talk to me that way?"

"I'll talk any way I want! There's plenty of money to be made in the underground circuit. Why do you think I'm here? I'm looking to get as much cash as I can. Now get out of my way!"

"Why you ungrateful..."

"Bug off, old man!" With that, Megaman walked off, his cape trailing behind him.

"Well, that was interesting," Hearse commented. Master Planner paid no attention to the smaller man while he stared into space with a sense of rage in his eyes.

XXX

The next day, wearing his usual dark green colored trousers, wristbands, cape, and boots, Megaman made his way to the underground arena where his second fight was about to take place. However, before he could walk through the entrance, a tall, statuesque woman walked in front of him, barring his way. "So, you're the famous Megaman!"

"That's right. Who the heck are you?" he asked the newcomer.

"I am Titania!" the impressively built woman announced as she thrust herself forward, moving her shoulders back and standing straight with her hands on her hips. Upon walking towards him in an intimidating yet sexy manner, her six feet two inches tall frame got closer to him, weighing a muscular yet busty 180 pounds. Her long, ginger colored hair flowed down a little higher than her waistline while her red and brown midriff baring tunic showing a great deal of cleavage that threatened to come bursting out. Despite the vicious sneer on her face, she was strikingly beautiful.

Megaman looked the woman up and down, his eyes centering on her exposed midriff. "What can I do for you, babe?"

"Treat me with respect, and my eyes are up here. I'm the strongest fighter here as you'll find out when you fight me!"

"Take it easy, lady. In time you'll be at my feet like all the other women I've dealt with," Megaman replied with feigned arrogance.

"What? How dare you?"

"I'll check you out later, but right now I have a fight to go to." Megaman happily regarded the tall, statuesque woman who was only a couple inches shorter than he was.

"After him, you'll be fighting me. You better be ready for a real fight!" the woman yelled after the attractive young man's departing form.

"I'll be ready for ya, babe," Megaman answered without taking his eyes off the powerful woman's burgeoning bust-line as he looked over his shoulder.

"Come on, Greenie! You're on!" a man dressed like a referee called out.

"Hold your horses! I'm getting there."

On his way from the opposite side of the arena was a well groomed man of immense size. The Caucasian man with short light brown hair was six feet six inches tall weighing over 1,000 pounds of rubbery blubber. His arms and legs were large and powerful. Walking in wearing a dark brown body suit that covered most of his body except his arms and legs with boots and wristbands, he made his way towards his opponent with his huge stomach preceding him.

"For this fight," the announced said with aplomb. "Our next fighter hails from Lubbock, Texas. He's Fred J. Dukes otherwise known as the Blob!" The announcer paused a moment for effect. "His opponent is Megaman from New York City, New York!"

"New York City?!" the Blob exclaimed contemptuously with a Texan accent.

"That's right, Chubbs. So what if I don't have La Victoria salsa on me?"

"What?"

"Never mind. Anyway, I knew guys who lived down south were heavy, but I had no idea how big you's guys could get," Megaman answered with a chuckle.

"I'll have you know all of this is muscle! And you're gonna see how strong I am when my fists get close and personal, pretty boy!"

Megaman regarded the corpulent man for a moment, scrutinizing him. "You have one large muscle right here," the muscularly fit warrior answered patting his own six pack abs.

"Get that stupid smile off of your face!"

"Come over here and take the smile off, lardo!"

"Grrr!" the big man growled, charging his opponent with everything he had. He moved with so much speed that he surprised Megaman, but he didn't move fast enough. "What the..." The Blob was the one surprised when his opponent flew into the air, avoiding the Texan's charge.

"You're too slow, Chubbs!" Megaman said, landing several feet away from him.

"Gee, I reckon I'll have to be faster since you insist on running away like a Yankee coward," the larger man answered.

"Coward? You talking to me? You talking to me?"

"Who else am I talking to?" the frustrated, big man answered hotly.

"You must be talking to me. You're looking at me. I got your fight. I got your fight right here, pal," Megaman stated, landing and getting in a modified tae kwon do stance.

"Let's get er done, shall we?" the Blob replied, getting ready for another attack, his hands extending towards his opponent. Then he stomped the ground with his foot creating a shockwave that knocked his opponent off of his feet and sent him up into the air. "Now!"

!SMASH! "Yeow!" Megaman screamed as his opponent shot himself into the air with his arms spread out while slamming into him_. "Who'd have thought a fat tub of lard could do something like that? Time to get serious about this fight."_

Even though he was still in the air, the Blob struck his aerial opponent several of times with skillful strikes, boxing his ears in. "You got anymore stupid things to say, you long haired fruitcake?"

"Yeah. How about this?" Megaman spun around, grabbed the larger man, and threw him higher into the air. Then he flew up towards him striking him dozens of times.

"Oof! That's supposed to hurt me, fairy boy?" the big man said with a sneer, hiding the pain he actually had felt.

"Let's see you handle this!" Surprising the Blob, Megaman cupped both of his opponent's ears, stunning him.

"Aaargh!"

"Here, this is for you!" Megaman spun around quickly, striking his opponent in the head with his strongest tae kwon do kick that sent the larger man into a world of unconsciousness.

"Wow!" Hammerhead exclaimed upon seeing a great battle, all the spectators in the audience cheering loudly.

"Hmm." Otto regarded the caped warrior shrewdly. "_If I can't bring this self-named Megaman to heel, I'll have to destroy him."_

XXX

A while later, Hammerhead was on the phone with a contact he had in Washington D.C. "So you're saying that Megaman is actually working undercover for the government?" Hammerhead stated with a sense of shock, his face red with anger.

"**That's right, Boss. I was there, hiding in the shadows when he was talking to a high ranking NSA agent."**

"Thanks for the information, Clancy. I'll get on this right away."

The square shouldered man stormed out of his office with a sense of rage and seriousness, making his way to where the remaining fighters were holed up.

Then Otto Octavius walked over to Hammerhead and confronted him. "This has been rather interesting, but as our business has concluded, it's time for me to depart."

"Hold it for a minute there, Doc. I think you might want to see what happens to your friend, Megaman."

"Never mind that. I plan to destroy that ingrate myself," the bespectacled man stated harshly.

"Well, I've just found out that the stoolie's actually an undercover agent for the Federal government. What I'm going to do is have him…"

"Wait a minute, Hammerhead. I'll be his next opponent," Octavius interjected.

"You? You're nowhere near powerful enough to take on someone like…"

"I have a lot of abilities you know nothing about. I will take him on, and I will destroy him!"

XXX

A little later, Hammerhead made an announcement. "And for the next fight we have Megaman who is going up against a new fighter, Master Planner!"

"What?" Megaman exclaimed in shock and surprise. "I'm not supposed to fight again so soon."

"Go on, Megaman," the guy in the referee's outfit commanded. "It's time for you to face your destiny."

The last sentence was a cause for suspicion, but Peter didn't dwell on it too long. "All right," he replied, getting up from the bench and making his way to the arena with a strut.

As the Master Planner made his way from the other side of the arena wearing a large, bulky trench coat, he gave Megaman a harsh glare through his glasses. "You should have taken what I offered you instead of turning me down and deciding to work as a lawman for the government."

Megaman had a look of shock on his face as he regarded his new opponent. Then he got a steely resolve. "I'm not a lawman."

"It's too late to change your mind now. Prepare to die!" Otto quickly whipped out a large, bazooka sized laser weapon. It was shiny grey with red lights on it. Then the older man fired.

"Aarrgh!" Megaman screamed in pain as the green colored, faster-than-the-speed-of-light laser beam struck him in the chest, knocking him back several feet and then on to the ground with a thud.

"This is the end for you, boy."

However, the downed warrior surprised everyone there by getting up despite having white smoke coming from his mostly undamaged chest. "This isn't the end. This isn't the beginning of the end. This is the end of the beginning."

"How could you have survived that? No matter. No matter at all. I'll simply blast you again." !THOOM! Before the Master Planner could do anything, Megaman had struck the ground with his right foot creating a shockwave that knocked the doctor off of his feet.

"I'm bigger and better. And don't even try to take credit for what I've become. Much of what I am has more to do with the people who helped me than you." Megaman flew into his opponent, dodging the gunfire from the large gun. Then he struck him in the jaw, knocking him to the ground.

"This isn't over green jeans!" Hammerhead yelled from his high vantage point seat. "There's no way I'm ever gonna let you leave here alive. You're the worst kind of lawman, undercover pork!"

"Who are you calling pork, flattop?!" Megaman called out in response.

"That's it! That's it!" Hammerhead stammered whiling stomping the ground. "I'm gonna tear you up into little pieces. Then I'll put you back together and do it all over again."

"I'd like to see you try, flattop. I don't particularly care one way or another for some of the things you've done, but kidnapping young girls to sell as sex slaves is the worst," Megaman answered. "After I'm done beating the daylights out of everyone here, I'm coming for you."

"How dare you threaten me? I'll kill you, you schmuck!" At that moment, a huge thud resounded through the area.

"Hulk smash!"

Then one of Hammerhead's henchmen came running up to him. "Boss, it's the Hulk! He's wrecking the place!"

"The Hulk? What's he doing here?" Hammerhead yelled.

"We don't know why, but he's already beaten up some of the leftover contestants!"

Then another henchman ran up to him. "We gotta get out of here, Boss, the Feds are here!"

"THIS IS THE NSA! NOBODY MOVE!" a megaphoned voice called out. When Megaman and everybody else there looked up they noticed that the place was surrounded by an army of well-armed Federal agents, some of them wearing bulky armor along with heavy metal weaponry.

After having been slammed through a wall by the Hulk who was outside the arena causing all kinds of havoc, Titania looked up to see Megaman looking down on her, his eyes zeroing in on her bosom which had finally escaped her outfit.

"I knew you'd be at my feet sooner or later," the hero said with a smile.

"There's no way I'm going to let you and your cop friends take me in. I'll fight my way out including you if necessary!" Titania screamed, quickly getting up and facing him.

At that point, the Master Planner had woken up. Then he called out to the powerful woman. "I can use a woman like you in my organization, Titania! Come and work for me, and I'll help you get out of here!"

The statuesque woman turned towards Octavius. "All right, but I don't work for free. You'll have to pay and pay well."

"You'll get what's coming to you." The doctor took out a mechanical device and pressed some buttons. Then he, his men, and Titania vanished.

XXX

A few hours later, Megaman was talking with Valerie Cooper. "When we found out that your cover was blown, I decided to send some men in. And since the Hulk was in the area, it wasn't hard to steer him in the direction of the huge arena where your fights were taking place. After that, rounding the super villains up that were there wasn't too hard since most of them were either beaten or had left, but the one named Titania escaped. You've been very helpful though. The report you typed up for us was very helpful as well. Good work, Perry."

"Thanks. But call me Megaman." _"I'm happy to see that I've sent the government on the wrong trail when it comes to my secret identity, but it's still annoying to hear someone call me that."_

"How were you able to find out so much about Hammerhead's operations?" the government agent asked. "It's like you had X-Ray vision."

"I paid a great deal of attention to what was going on, looking and observing" Megaman answered in a matter-of-fact manner.

"I see. I still think you should reconsider my offer."

"All I can say is that I'll reflect on it." For the nonce, it's time for me to depart. Up, up, and away!" Faster than the woman's eyes could follow, Megaman shot up in the sky creating a windstorm that upturned her skirt, revealing white lace panties.

"Oh!" the shapely blond shouted with a slight blush. "I wish he would have warned me before taking off like that!"

XXX

AUTHOR'S NOTES: Be here next time when Megaman crosses paths with a Black Cat. I hope you'll give me a review for this fanfic. Let me know what you think about it.


	5. Absorbing Battle

Peter Parker Spectacular Superhero

!SPECIAL EFFECTS! _"THOUGHTS"_

Chapter Five

As Megaman flew through the city of New York at a relaxed speed, he noticed a commotion in a 50 story office building a couple blocks away.

"_What's going on over there?! I better check it out."_ The flying hero made his way over to the thirtieth floor of the building only to see a desk come smashing out a nearby window. Flying through the newly made hole, he noticed a spectacular fight transpiring. There were papers, copy machines, and broken glass strewn on the floor as men in yellow did their best to gun down a woman wearing an indigo colored bodysuit.

Megaman took a good look at the beautiful, domino masked woman. Her long silver/white mane flowed in the wind as she fought her adversaries in her skintight leotard with white trim on her forearms and shins. Her open midriff preceded her and stood at attention despite her fluid movements. The young woman's lean yet muscular legs moved faster than the untrained eye could follow with kicks that would make any martial arts master proud, striking down the larger than life thugs that attacked her. Upon taking out the last one, the tall muscular yet shapely woman landed on her feet like a cat. Then she turned towards the newcomer.

The mysterious woman sauntered her way towards him, prompting Megaman's green eyes to take an even more concentrated look at her, noticing that she was five feet, ten inches tall weighing a buxom, muscular, yet fit 135 pounds. When she was only two feet from him, she hailed him. "So! You're the mighty Megaman."

"Yes, that's me. Who are you, and what's been going on here?" the hero demanded, trying to impress the darkly clad woman with his presence.

"You mean you don't know who I am? I'm the sleek and sexy Black Cat," the white haired woman purred sensually for a moment, her bosom heaving for effect.

"Oh, that's you. Aren't you wanted by the NYPD?"

"I'm wanted by all sorts of men, but you could say that. It's not my fault though. Jonah Jameson of the Daily Bugle has given me a whole lot of bad press, but I'm not really bad; I'm just drawn that way."

"What?"

"Just kidding. My, you're uptight. By the way, even though you've worked closely with the Federal government J. Jonah Jameson hates you too. He sees you as muscle headed vigilante," the Black Cat replied with a smile.

"I've heard of that guy, but that's not the point…"

"To tell the truth, I actually like the caped look you're sporting. The well-muscled, gorgeous body you got makes wearing only a cape, pants, wristbands, and boots work. Meow!"

"That's nice. How about if we go to the police and talk this out?" However, as he casually reached out to grab her, the stunning starlet shuffled back faster than expected.

"Sorry, muscles. I'm not as buddy-buddy with the police as you are," Perry."

"You know?"

"Yes, I know. A whole lot of people know. You can't trust the police or the government with your secret identity." The sex kitten paused as she regarded him. Then she glided forward, practically skating on the ground as she did it. Upon getting face to face with him, she poked him in the chest with her index finger. "You fooled all of them, didn't you?"

"What do you mean? You've just figured out who I really am. I don't know what to say."

"You don't strike me as the dimwitted type. You deliberately sent the police on a wide goose chase when it came to your secret identity. Because the police and the feds think they know who you really are, they're disposed to be friendlier towards you. How did you manage such a feat?"

"Feat? Everybody knows who I am. At any rate, I'm not really wearing a mask like you are," Megaman said, gently batting her hand away. "What more do you want from me? Now how about coming downtown with me? You can explain things to the authorities. You've done a good job here; I'm sure they'll understand."

The two heroes stared at each other for a while until the sound of police sirens went off. "No, they won't. I don't like the idea of being caged and I really don't have time to stand here and talk to you right now. However, if you're willing to be nice to me, we'll talk later. But for now, toodles!" She then recoiled backwards, doing acrobatic flips as Megaman flew after her.

"Wait. Come back!" he called out as he lunged for the agile sex kitten and grasped only air as his flight projectory took him right past her.

The Black Cat leaped from wall to opposite wall, completely evading Megaman's attempts to grab her until she leaped through the window she had broken earlier. "No can do. See ya later, alligator!" After shooting off a line and letting it attach itself to another yet taller building, the Black Cat swung away.

"Hey!" The caped hero flew after her only to have some broken live wires fall on him, electrocuting him. "Yeow!" By the time he got the wires off of him, the girl was gone._ "Where did she go off to?"_

Then he turned back towards the figures on the ground, taking a good look at the men in yellow suits with round, flat headed gear. _"These guys work for A.I.M. What were they doing here?"_

"Hold it right there!"

Megaman turned around to see several police officers with their guns trained on him. "Take it easy, guys. I'm a superhero."

"Don't move, Greenie. We all know how you and the Black Cat are in cahoots!" the lead officer ordered.

"What?! This is the first time I've ever met the Black Cat. These guys are with A.I.M. You got the bad guys. Now we can call it a day."

"No way! You're coming downtown, mister."

"I don't have time for this. So long, guys." Megaman turned around and made his way to the window only to be shot in the back. "What the…" the hero exclaimed, turning back to face them in a rapid manner.

"He's about to attack. Gun him down!"

!BLAM!BLAM!BLAM! Megaman rolled his eyes as the bullets bounced off his indestructible chest. Then he quickly zipped over to the cops and took their guns from them. "Are you guys done?! Good. Now I'm going to put your guns down and then I'm going to leave. Good bye."

"You can't just do as you please like that!" one of the cops yelled back at him.

"You want to tell me what you're problem is before I leave?" Megaman asked calmly.

"We heard you were a criminal," one of the officers offered.

"Who told you that?" Megaman asked with his arms folded on his chest as he looked back and forth among the four officers.

"It was the Daily Bugle. Jonah Jameson has made you out to be a vigilante menace," one of the police officers answered.

"The fact that you beat up, those gang rapists and put them in the hospital last week hasn't helped your case," another cop said.

"There was also that fight you had with Paste Pot Pete a month ago."

"What was wrong with how that went?" the hero asked.

"Even though you eventually beat the guy, his super glue caused all kinds problems and street damage."

"Hey, I stuck around and helped to clean up the mess," Megaman said in defense of himself.

"That's not the point. Whether you mean to be or not, you're a menace. Maybe you do some good, but you're still dangerous."

"Well, I…" the hero said.

"Then there was the time you stopped that runaway concord airplane from crashing into the Empire State Building," another police officer opined.

"What was so bad about that?" Megaman asked.

"You placed the airplane in the middle of the street causing traffic to back up for over twenty blocks. That was in the middle of rush hour."

"There were over 300 people on that plane. Where should I have put it?" Megaman asked incredulously.

Then another cop who was significantly shorter than all the others interjected, "I'll tell you where you can put it."

Megaman gave the short cop a harsh glare as he looked down on him. Then he turned back towards the others. "What is this guy, a comedian?"

"Anyway, we don't know where you could have placed that plane but it cost a lot of money to move and fix that thing. It frankly would have been cheaper to have let go into the ocean," one of the cops said without flinching in the slightest.

The frustrated hero put his hands up. "What do you guys want from me?"

The cops stood there, looking at each other blankly. "I don't know what to tell ya, but maybe you should talk to Jonah Jameson about all this. The Daily Bugle is the only newspaper that hates you and most other superheroes," the police officer answered.

"All right. I'm going to have to have a word with Mr. Jameson."

XXX

Megaman flew towards the Daily Bugle at breakneck speed, upset over what the police had told him. _"I need to find out what this Jonah Jameson's problem is."_

"May I help you?" the receptionist in the lobby said out of force of habit. However, when she looked up, she gasped as she noticed the specimen of manhood standing before her. She couldn't take her eyes of the muscularly gorgeous body, beautiful face and long, luxurious green hair. Breathing heavily, she stared longingly and sighed deeply.

"Excuse me, ma'am. I'm looking for Jonah Jameson," he requested, leaning over the desk in the attractive, middle aged woman's direction.

"Huh? Oh, yes. Um, what can I let you to do me?" Upon realizing what she had just said, the receptionist shook herself out of her malaise, blushing a little bit. "I mean, why are you here for me?"

"Hmmm?" Megaman said with a smile.

The receptionist blushed a little more but couldn't take her eyes off the strapping, young man's well-formed pecs and abs. Um, what can I do for you?"

"Where's Jonah Jameson? I want to talk to him."

"H-he is on the 77th floor." Upon getting the answer he wanted, Megaman made his way to the elevator. Then the receptionist regained her wits and called out to him. "Wait! You can't just go up there without a pass! Security! Security!"

Upon the opening of the elevator doors, Megaman walked out of the elevator, ignoring the stares of everyone in the newsroom. As soon as he located J. Jonah Jameson's office, he made a beeline for it.

"I told you I needed more ink for the daily edition!" Jameson screamed into the phone with his cigar hanging from the other side of his mouth.

"Jameson!" a powerful voice called out.

The mustache wearing man paused, opening his mouth in shock and letting his lit cigar drop to the floor. "Who do you think you are breaking into my office like this?!"

"You've been telling lies about me, and I've had it!"

"What lies? I've told the truth!"

"Where have you gotten your sources from?"

"You want answers?"

"Yes, I want answers!"

"You want answers?"

"I'm entitled to answers!" Megaman demanded.

"Do you want answers?!" Jameson asked again, glaring at his uninvited guest.

"Yes, I want answers. I want the truth!"

Then the Daily Bugle owner abruptly got up from his desk and yelled at him, his eyes red with rage. "You can't handle the truth!"

Megaman looked at his tormentor with a harsh sense of intentness for a moment. "Listen here, Pops. Quit telling lies about me."

"Now you listen, you half naked hippie! I want you out of my office, and out of my building!"

"Naked? What are you talking about? I'm wearing more clothes than the Thing of the Fantastic Four! Anyway…"

"I don't care what you're wearing. Get out of here!"

"Is that so?!"

"Yes, that's so! Now get out!"

"This isn't over. And if it's necessary, I'll be back." With that, Megaman turned on his heels and left the office.

XXX

Upon flying away from the Daily Bugle building, Megaman's sharp hearing heard a commotion. Upon using his vision powers, Megaman saw the commotion for what it was_. "That's Thor, and the bald guy's Crusher Creel! And it looks like Thor's getting his hammer handed to him. I better get over there before that so called god of thunder gets clobbered."_

Flying faster than the speed of sound, Megaman made his way to Graymercy Park where the fight was taking place by flying northwest from the Daily Bugle building in a matter of scant seconds.

The aerial superhero looked down on the people below who appeared to be ants from his high level vantage point, being over 50 stories above the ground. Then he swooped down on the balding man who was swinging his wrecking ball and chain for all its worth, preparing to execute the coup de tat on his downed opponent. "Hold it!" Megaman announced, stopping several feet in front of him, hovering in the air as his cape is blown to and fro by the wind around him.

"So what do we have here?" the big, bald bruiser of a man called out. "If you think a pretty boy like yourself is going to take me on after I've beaten Thor, you have another thing coming!"

"I'm not the Thing; I'm Megaman," the newcomer answered, touching down a few feet from the man made of stone and striking an impressive pose, his chest out and his shoulders back

"Fat lot of difference that makes. I'm Crusher Creel, the Absorbing Man, and there's no way you can beat now, especially since I've absorbed the properties of Thor's hammer. I'm practically invulnerable," the weapon welding criminal stated with extreme confidence as he swung his larger than life wrecking ball in his new opponent's direction.

Megaman could see and sense the power that resided in his new adversary. It was as if Crusher Creel was made of a magical granite that was indestructible along with his ball and chain. Despite all this, the hero wasn't backing down.

"All right, baldy. You've fought the rest; now fight the best!"

"You're such a joke. I'm not the least bit impressed by your heroics."

As the Absorbing Man mocked him, Megaman took a good look at the prone form of the large, muscular man with long, blond hair and a hammer clasped in his right hand.

"Enough talk. Just bring it!" the caped warrior called out with a come hither motion.

"Yaaaargh!" the Absorbing Man came at Megaman swinging.

!WOOOSH! Upon ducking the ball and chain, Megaman glided on the ground from his left and struck the muscular man with a haymaker, backed up by his momentum.

"Ow!" Crusher Creel moaned as he rubbed his jaw. "You're almost as strong as Thor, but there's no way you're going to able to beat me."

"I doubt Thor's really stronger than me, but I got combat skills he doesn't have, including hand skills and fancy footwork. Come to think of it, I'm probably stronger. Anyway, you can come along quietly or we can do things the hard way." Megaman showed speed and hand skills by practically gliding and shuffling on the ground while punching the air in front of him faster than the untrained eye could follow.

"You think a lot of fancy footwork is going to impress me? What a laugh!"

Faster than his opponent would have thought was possible, the Absorbing Man moved in on Megaman and struck the center of his body with his ball and chain, knocking him several blocks back. As the caped warrior went flying backwards end over end, he used his acrobatic skills to right himself. Then he charged his opponent, flying into Crusher Creel fists first, knocking him off his feet and temporarily stunning him.

"Ungh!" However, Creel quickly recovered. "Back off!" Upon backhanding his opponent away, the Absorbing Man got up and took another swing at his opponent with his ball and chain but missed as his adversary ducked the attack.

Seeing an opening, the agile warrior crouched downward and legsweeped the Absorbing Man, knocking him off of his feet once again. "You don't know the first thing about fighting, baldy, but I'm gonna teach you a lesson here and now."

"You ain't teaching me nothing. You ain't nothing!" The Absorbing Man's eyes bulged out in a rage as he got to his feet swinging his wrecking ball in rapid fire motions, going back and forth.

"This is Whitney Chang from WBS News!" an Asian woman with short black hair and a slender figure announced with a microphone in her hand. She practically made love to the camera as it taped her in her dark red business dress which clung to her figure as she reported the climactic battle.

"Newly made superhero, Megaman is in a fight for his life against the Absorbing Man who has just defeated the mighty Thor who lies on the ground just a few feet away!"

"Right now the two combatants are going at it toe to toe, the blows striking their invulnerable bodies causing shockwaves through the area. The police have cleared the intersection where the fight is taking place, directing traffic to other routes."

As the battle waged on, Megaman knocked the Absorbing Man back a couple street blocks into a large bus, making a dent on the left side of it.

"Give it up, Creel. There's a nice, warm cell waiting for you back at Ryker's!" Megaman called out.

"I'm not going back to prison!" Creel snapped back as he took hold of the empty bus into which he had been slammed and viciously threw at his opponent.

Megaman moved out the way of the large vehicle when he heard a loud voice. "Noo!" the reporter screamed as the bus came flying towards her, prompting the film crew to get out of the way, running faster than they had ever done in their entire lives. While this happened, the reporter stood there immobile like a deer caught in the headlights. However, faster than what was humanly possible, the caped warrior flew over to the frightened reporter and got her out of danger, allowing the bus to crash into the ground where she was standing only a scant few seconds ago.

"Oh, Megaman!" Whitney said in relief as the hero took hold of her, making sure he had her safely in his hands as he flew her somewhere out of the way. "Ha ha ha! Watch the hands! I'm ticklish!"

"Sorry."

"Anyway, how about giving me an interview later?" she said, flashing him a winning smile.

"Maybe. Right now I need to let you down and deal with chrome dome over there," the hero replied as he touched down a block away from the fight, released his passenger, and made his way back towards his opponent.

"Back for more?!" Crusher Creel called out to the flying wonder who had returned to the battle.

"Yeah! I got your more; I got your more right here, pal!" Megaman flew straight for the Absorbing Man, increasing his momentum to the point that he was flying at over 10,000 miles per hour.

"_What's he doing?" _the Absorbing Man thought with concern._ "He's coming straight for me! He's moving too fast; I can't avoid him!"_

Megaman slammed into his target, fists first right into his midsection. "Aaarrgh!" Taking him through two blocks, the flying superhero ended the battle by slamming his opponent into the brick wall of a two story bakery. After leaving a huge dent in the wall, Crusher Creel's unconscious body collapsed to the ground.

"Whew!" Megaman wiped his brow upon the victory of the intensive battle. Then the reporter he had rescued earlier ran up to him with her film crew close behind her.

"This is Whitney Chang from WBS News! I'm here on 5th Avenue upon the end of the climactic battle between superhero, Megaman and Crusher Creel, the Absorbing Man, Megaman being the winner of said battle! Anything to say, Megaman?"

The victorious warrior took a good look at the camera, making himself look impressive by expanding his massive chest and rocking his head back out before speaking. "I was just doing my duty, Whitney. Now if you'll excuse me, I need to get this guy back to the Vault."

"Hold!" a booming voice called out, capturing the attention of everyone there.

At that point, the tall, strong limbed man with long blond hair came walking over to the victorious hero and the reporter next to him with his hammer in his hand. "The mighty Thor of the Avengers has finally woken up from the beating dealt to him by the Absorbing Man whom Megaman has just defeated!" the excited reporter announced as Thor made his way to them.

"So, thou art the one who hast vanquished Crusher Creel. Wherefore I must needs give thee thanks." As Thor put his hand out, Megaman accepted it, shaking it while Whitney's cameraman recorded the event.

"You're welcome, Thor. Just doing my duty for the country," Megaman answered proudly. However, as he attempted to retrieve his hand, Thor held it fast.

"Thou art strong. One with great strength is needed in the Avengers enow."

"Aren't you in the Avengers, Thor?" Megaman asked with his eyes raised. "I have things I have to do, and I'm sure you and the others can handle things." To the surprise of Thor, Megaman used his powerful strength to break free of the Asgardian's iron clad grip.

"Thou art strong indeed, but I have other duties I must needs attend to. Forsooth, the Avengers are under staffed and underpowered."

"Really? Who's there right now?" Megaman asked.

"Tis only Captain America, an archer, and three others I know not. Ironman, Giantman, and the Wasp have left. There is no one there with strength as great as thine. Wherefore you shouldst arrive there and offer thy services. Captain America is honorable indeed, and as a leader he hath no equal."

"I don't know about all that, Thor. There are a lot of things going on in my life right now, you know," Megaman explained dourly.

"Thou mayest not have a life if not for the Avengers saving the world from evils beyond thy comprehension. If thou art wise, thou wilt join with the Avengers," Thor stated solemnly. "Now I must take the Absorbing Man and depart." With a wave of his hammer Thor and the prone form of Crusher Creel vanished.

"So are you going to join the Avengers?!" Whitney asked, putting the microphone in the hero's face.

"Well, I'll let all of you know." That having been said, Megaman flew off. "Up, up, and away!" !WOOSH!

"Oh, my!" Whitney screamed as the powerful wind upturned her skirt, revealing much of her well-formed thighs despite her best efforts.

XXX

AUTHOR'S NOTES: I hope you've enjoyed reading this fanfic. Be here next time when Megaman deals with the Avengers! The archer is obvious, but who are the other three? Don't assume the obvious. Maybe some of you have some ideas you want to give me. And just in case you're curious here are the stats for the Black Cat. Note that this version of the Black Cat is different from canon.

Black Cat

Felicia Hardy

FIGHTING: AMAZING (50): This means ultimate human fighting machine

AGILITY: MONSTROUS (75): This means super human agility beyond what a human is capable with the ability to dodge rapid machine gunfire with ease

STRENGTH: INCREDIBLE (40): This is the ability to lift/press 10 tons

ENDURANCE: INCREDIBLE (40): This means enhanced endurance (super human)

REASON: REMARKABLE (30): This is the equivalent of a Doctorate degree.

INTUITION: AMAZING (50): This means in tune with surroundings along with strong hunches

PSYCHE: INCREDIBLE (40): This means great strength of will and well-focused

Health 205

Karma 120

Resources: Excellent

Popularity 40

POWERS

Instant Change: This power allows Felicia to change from her civilian clothes to her uniform and back in the blink of an eye. She also can put on the brown colored wig and glasses for her secret identity just as quickly.

Luck Manipulation: Felicia can create a probability alteration field around her at Amazing intensity, causing attacks on her to fail or miss her all together.

Spatial Awareness: Felicia has the ability to sense what's going on around her from 360 degree angles much like radar. She cannot be blindsided.

Claws: Incredible (ten tons worth of force): Felicia has claws made of ki she can make appear on her hands and feet. They can be used to climb walls and to attack adversaries. The nature of these claws is such that the target's defenses go down four levels.

Resistance: Remarkable (2 tons worth of force) resistance versus blunted attacks whether physical or energy. Good (500 pounds worth of force) invulnerability versus all other attacks.

Hyper Speed: (90 miles per hour)

Superleap: Good (the ability to leap one fourth of a mile across, one eight of a mile upwards)

Talents

Martial Arts: All, Acrobatics, Tumbling, Climbing, Stealth, Concealment, Espionage, Thief, Streetwise, Lockpicking, Tightrope Walking, Security Systems, Demolitions, Scholar: Explosives, Detective, Weaponsmaster, Weapons Specialist: Whip, Chemistry, Computers, Psychology, Escape Artist, Tracking, Pickpocket, Sleight of Hand, First-Aid, Law, Criminology, Electronics, Connoisseur, Languages: English, French, Spanish, Italian, Japanese, Chinese, Korean,

Contacts: Unknown

Equipment

The Black Cat wears a uniform that adapts to her defenses and blends with the shadows. Once on it's difficult to remove off of her without her quick changing it off. She also carries some tools and equipment in this uniform.

Two Whips: Incredible material strength. Used for transportation (3 areas per round each) and restraining opponents. Cause up to Incredible damage in Felicia's hands

Mini Flash-Light: Good illumination.

Starlite nightvision lenses that collects & focuses ambient light, permitting normal vision in any area not completely devoid of light (Remarkable ultraviolet vision),

Smoke Bombs: Fills an entire area with Remarkable intensity fog for 10 rounds. Single-use only.

Knockout Gas: Remarkable intensity, 1-area radius. Those in the affected area must make Endurance FEAT or pass out for 2 hours and lose their memory of the 5 min. preceding exposure.

Various tools: Keys, money, lockpicks, first aid kit, mini-cellphone, antitoxin assortment, signal flares, wireless listening devices, etc.

Domino Mask

Clear lens: Remarkable eye protection.

Telescopic-vision lens: Feeble telescopic vision

Flash protection lens: Offers Incredible protection against blindness.

Chakram: Amazing strength material. The Black Cat uses a six inch diameter silver colored metal ring she can throw as far as 550 yards with the ability to ricochet off of several targets and come back to her in a fraction of a second doing Incredible Blunt or Edged Damage (up to 10 tons of force)


	6. Drain Immunity

Peter Parker Spectacular Superhero

!SPECIAL EFFECTS! _"THOUGHTS"_

Chapter Six

The next day, Megaman flew through Midtown, New York using his vision powers to see if there was any trouble going on when Valerie Cooper hailed him from the top of a 40 story building.

"What is it?" Megaman asked after having touched down a few feet in front of the NSA agent.

"Come this way," Valerie ordered, directing him towards the door that led to a stairway. Upon walking a couple of floors down, they made their way to a door that appeared on the side of a wall. After walking through the door, they walked into a large, spacious room that had several man sized computers, desks, and copy machines with several people working at said objects.

Before he could say anything, she talked first. "It might be a good idea for you to join the Avengers for a while."

"You heard all about that?"

"Yes. Just as the Avengers need the brute strength you would bring, you need the experience and tutelage you would get from the likes of Captain America."

"Captain America is a great superhero, but why do they need me?"

"As of right now, they're shorthanded as Thor said. Their most powerful members have left, leaving only Captain America and four newbies," Valerie explained.

"Do I just show up at the Avengers Mansion?"

"Yes. I've already informed Captain America of your arrival, so he's expecting you. Cap's a good leader, so make sure you give him your best."

"How did you know I'd say yes? I could have decided to decline," Megaman stated incredulously.

The young woman paused as she regarded the bare chested hero with a smile despite herself. "I had a hunch that Thor had already convinced you to join."

"I see. All right. I've always been a big fan of Captain America. Serving under him in the Avengers will be a great opportunity for me."

"Now you're talking. Here are the directions to the Avengers Mansion." Megaman took the papers from the agent, read and memorized the contents in a matter of seconds. Then he gave them back.

Valerie Cooper's eyes regarded him shrewdly. "You're not going to convince me that you've read all of that so fast."

"You can think what you want, but it's time for me to head out. Up, up, and away!" With that, Megaman took off for the Avengers Mansion.

XXX

Upon his arrival at the Avengers mansion, Megaman touched down in front of the entrance and knocked on the door.

"Yes?" the hero heard a British sounding voice from inside.

"This is Megaman. I'm here to join up with the Avengers."

"Oh, yes. Come on in. The others are in the main lobby." The door opened to reveal a middle aged man wearing a butler's uniform who was balding slightly on the top of his head. "This way, Master Megaman."

Upon being directed to the main living room of the Avengers Mansion, he noticed three other super heroes he had never seen before.

"Hi, my name is Justice," a young man who was a little younger but a lot shorter said in greeting, putting his hand out. Justice wore a uniform with a cape that was dark purple in addition to having white trim. His head was covered except for his face which revealed his youth and eagerness.

"Hello. Nice uniform, but what can you actually do, kid?" Megaman asked as he shook hands.

"I have telekinesis, can make force fields, and can even fly," Justice said in response.

Megaman regarded the telekinetic shrewdly. "That's nice, kid."

At that moment, a brown blur zoomed into the room. !WOOOSH! "Hi, everybody! I'm Squirrel Girl." Everyone else gawked at the girl who was wide eyed and bushy tailed with medium length, brown hair and bucked teeth. She jumped up and down in excitement with a squirrel on her shoulder as her brown, furry uniform fit her body comfortably and snugly.

Then before Megaman knew what was happening, the little squirrel on the newcomer's shoulders leapt right onto one of his shoulders. "Hey!"

"Monkey Joe likes you. If he likes you, that's good enough for me," Squirrel Girl said, giving the green garbed warrior a buck toothed smile.

"Monkey Joe?" Megaman asked incredulously.

"Yes, that's his name. He's really getting comfortable. I bet your shoulders are really warm." _"I wouldn't mind getting comfortable against those shoulders myself," _the fuzzy chick thought to herself, breathing a little heavier than she normally did.

"Uh, yeah. That's nice. Maybe you should take your little pet back. If I have to fly away quickly, I'd hate for him to fall off or something like that."

"Monkey Joe has no problem staying where he is when he needs to. In fact, when I run at speeds of over 40,000 miles per hour, he manages to stay on."

"Uh, yeah, that's pretty interesting. Now, watch this." With surprising agility, Megaman grabbed the quick footed squirrel and placed him back on Squirrel Girl's shoulders.

"Wow, that was pretty fast," Squirrel Girl announced. "I've never seen anyone move with much quickness besides me."

"Wow!" a very beautiful young woman with long flowing red hair sighed, getting up from her seat and admiring the bare chested superhero. In addition to a red domino mask, gloves and boots, she wore a skintight yellow bodysuit that exposed her ample midriff.

"_Wow to you too, babe," _Peter thought while staring down the burgeoning cleavage of the slender young girl.

"Excuse me! My eyes are up here."

"Oh. Sorry."

"You can't exactly blame a guy for taking a look at your bosoms if you're going to have them exposed like that," Squirrel Girl interjected, giving the redhead a sideward glance.

"Ooh! This uniform wasn't my idea. Besides, you're not exactly flat chested yourself, dearie," the slender girl responded.

"Yeah, I have a nice rack," the fuzzy chick replied with a buck toothed smile. "But it's covered up. If I traipsed around like you, the guys couldn't handle seeing me like that. They would be rendered helpless by the very sight of my beautiful, sexy body and cute face. That would be a cruel thing to do to the male gender. Isn't that right, Monkey Joe?"

The squirrel nodded to the surprise of everyone there.

"Anyway," Megaman interjected, trying to change the subject and turning back to the redheaded girl. "Who are you supposed to be?"

"I'm Firestar. I have the ability to shoot off microwave energy that can melt concrete steel. I can also use my energy to fly and create a cushion of energy as well. So what can you do? Can you actually fly in that cape?"

"Yes, I can fly. I also have invulnerability and superhuman strength. And from what I've heard, I'm the most powerful superhero here," he answered proudly.

"Oh, get over yourself, pretty boy or should I call you Perry?!" Megaman looked over the shoulders of the three other youths in front of him in order to see the man wearing a purple archer's outfit with violet trim regarding him. His hood mask exposed only the bottom half of his face which was enough to reveal more than a little bit of contempt.

"Perry?" Justice asked with bewilderment.

"That's right, kid. Within a month of his career as a superhero, Megaman here blew his secret identity. Everybody knows who he is now. Isn't that right, Perry Gone?" Hawkeye stated with a wry smile.

"_I'm so tempted to tell this guy what really went on with that, but it's better to let everybody think they know who I am,"_ Peter thought to himself.

"And who are you supposed to be?" Megaman said, making his way towards the arrogant archer.

"I'm Hawkeye. And before you ask I have better than 20/20 vision along with enormous skill with archery."

Upon reaching the archer who remained sitting in his chair, Megaman looked down on him with his arms folded on his massive chest. "Gee, that's interesting. Robin Hood, eat your heart out. How many carnival contests have you won with your junior archery kit?"

At that point, Hawkeye got up abruptly, glaring at the man before him. "Listen here, Perry! I'm more of a man than you'll ever be!"

"Sit down, and shut up, little man!" Megaman demanded, looming over the archer who was only a little shorter than he was.

"You shut up! And if you don't watch yourself, I'll shove one of my arrows up your ass!" the archer snapped back.

Megaman was unmoved by the other one's piss and venom. Then he responded. "You think I'll back down? Well, you can forget it. Your body's like a punching bag, and now I'm gonna hit it!"

"Hold it!" an authoritative voice ordered. The two antagonists turned towards the sound of that voice, noticing an imposing man dressed in red, white, and blue, sporting a round shield that had the same patriotic colors as his uniform.

As he walked in between the two would be combatants with a commanding presence, he gently separated them. "Since we're all here and know each other, let's get this meeting to order."

"Captain America!" Megaman announced. "I've always respected you, sir."

"Then I hope you'll pay attention and do what you're told, Megaman."

"Listen here, old man," Hawkeye interjected harshly. "I should be running the Avengers. You should have retired a long time ago."

Megaman's eyes widened in shock upon what the archer had said. "How dare you talk to Captain America in such a manner?"

"That will do, Megaman. Listen, Hawkeye. I'm running this outfit. If you have a problem with that you can leave right now."

The archer sulked for a moment then he sat down again.

"No more complaints? Good. Now, everybody sit down, so this meeting can come to order."

XXX

After the meeting was over, Megaman took to the skies, heading back for his rarely used dorm room at NYU when he noticed something. _"What's that green speck coming towards me?"_

As the speck got larger and larger, it was revealed to be a slender young man with wavy brown, feathered hair and wings, clothed in dark green. Upon closer inspection the wings of the man proved to be of a mechanical nature. However, all of that didn't matter as the green garbed man came so much closer at such a speed that he crashed into Megaman, knocking the him back end over end over a dozen yards.

"Yeow! What's the big idea?!"

"Get out of my way, stripling, or I'll slice you into ribbons!" the winged wonder replied harshly.

"So that's how it is," Megaman said in response as he righted himself and made his way towards his new adversary.

"You dare take on the might of the Vulture?"

"The Vulture?" Megaman took a good look at his newest nemesis. "Are you supposed to be some kind of birdman?"

"You dare mock me, you half naked barbarian?! Who do you think you are?"

"I'll tell you who I am. Be prepared to face the might of Megaman!" The long haired warrior practically posed as he hovered in the air with his bare chest out as he breathed out heavily, his cape billowing in the wind, his green eyes staring into his opponent without flinching.

"Megaman? What a ridiculous name. Now, die!" The Vulture came flying at him, striking him in the chest with his razor sharp, energy talons that came from his hands, causing sparks to appear without so much as leaving a scratch.

"What are you trying to do, tickle me? Come here." Megaman attempted to take hold of the attacking vulture man but the creature's aerial acrobatics proved too much for our hero who passed by him.

"I'm too agile for you, you muscle headed fool!" The nimble birdman flew upwards, making two de loops, showboating as he evaded his adversary while literarily flying circles around him.

"Wait until I get my hands on you!" Megaman screamed as he flew and reached out towards the vulture-like creature in vain.

"Catch me if you can, slowpoke!" The Vulture took off flying through the city with more aerial skills than the larger, more muscular Megaman had.

"Come back here, you schmuck!" Megaman increased his speed as he made his way towards the Vulture. Then the Vulture maneuvered out of the way as the pursuer passed by him once again, giving him another chance to nail him with his laser-like talons. !SCRATCH!

"Ha ha! You're no match for my might and skill!" While he barely evaded Megaman's attempts at taking hold of him which came closer and closer, his communications device went off.

**"Toombs!"** the voice on the other line demanded.

"What is it, Octopus? I'm busy right now!"

**"I have a job for you, but I don't want that gamma radiated steroid monster to interfere with what I want you to do. Lose him and come to my hideout where everything will be explained to you."**

"All right. Here I come." The Vulture turned towards his pursuer with a vicious snarl. "Good-bye, slowpoke. I have places to go and people to see." With that, the creature took off, making a green blur in the sky.

"Oh, No you don't!"

To the surprise of Toombs who had increased his speed, Megaman kept up with him. "What the…"

"You're not getting rid of me so easily, Vulture. And when I get my hands on you, you'll be sorry."

"I'm still too quick for the likes of you, Megaman," the vulture man responded as he banked downward, reversed his direction with a U-turn, and flew into Megaman, raking him with his talons.

"I hardly felt that that. You'll have to do better than that."

"Ha, ha! You're still no match for the mighty Vulture! Run along, little boy, before you get seriously hurt."

"Just wait until I catch up to you!" _"Wait! I know what to do." _In an instant, Megaman stopped, letting his quarry get further ahead of him. Then he flew around his quarry over the ocean in a circling arc. Megaman had flown so fast that he surprised the Vulture when he flew straight into him, striking him in the jaw!

"What the… But how?" !POW! "Oooh!" the Vulture moaned upon his adversary's onslaught.

"_That was an interesting battle,"_ Peter thought to himself upon his well thought out victory. And before the unconscious form of the Vulture could fall dozens of stories to the ground, Megaman flew towards his adversary and caught him, landing on the top of a nearby building.

**"Toombs! Toombs!"** the hero heard the comm link his downed foe carried.

"_I know that voice. It's the Master Planner!" _"Myeeaah, what's up, Doc?" Megaman answered, sounding like a funny tunes character.

**"You again! You better not interfere with my plans lest my destruction of you happen sooner that it has to be."**

"Are you threatening me? Never would I imagine you treating me with such disrespect. However, I'm going to make you an offer you can't refuse."

**"You dare make demands of me?"** the arch villain screamed from the communications device pinned near The Vulture's left ear.

"Turn yourself in and make it easy on yourself."

**"What?! When my plans come to fruition I will destroy you along with all my other enemies! You haven't heard the last of me!"** !CLICK!

"That went well."

"Not bad, but you really need to work on your aerial combat skills."

The caped hero turned around to see, "Black Cat! What are you doing here?"

"I saw the fight, muscles. Things might be better if you could do more aerial maneuvers. I mean, as fast as you are, all you can do is fly in a straight line," the sex kitten said in a patronizing manner with her hands on her hips.

"I do all right!" Megaman yelled from his back, looking over his shoulder at the other superhero. "I have super human speed and can outrun a jet fighter."

"You have speed but you're not as agile as I am," the Black Cat answered with a giggle. Then she sauntered over to him with a shake of her hips that the green eyed hero didn't fail to notice. Breathing in deeply, she spoke with a throaty voice. "I could probably give you a few lessons on how to act, Perry." Then the catty heroine rubbed up against him and stroked his back. "Hmmm."

"Call me, Megaman while I'm on the job, Black Cat. And by the way, what are you doing here?"

"Word on the street is that your arch-enemy, the Master Planner, is planning something big. I thought I ought to let you know about it."

"Thanks for the heads up, but you can let me go now. By the way, who is your arch-enemy, the White Dog?" Megaman said with a smirk.

The Black Cat blinked her eyes for a moment. "Very funny. If you must know, my main foe is someone called Rogue. She's a mutant who can drain the life out of anyone. Now what do you plan to do about the Master Planner?"

"I don't know yet. Give me a chance to look into it."

"Oh, and there's one more thing."

"What's that?" Megaman asked.

"How come you're not trying to lecture me or something like that?"

"You aren't really wanted by the Federal government, and any friend of J. Jonah Jameson is a friend of mine," Megaman said with a sarcastic wink. "Now I need to get this guy to the Vault before he wakes up. So I'll see you later. Up, up, and away!" That having been said, Megaman took hold of his prisoner, took to the skies and flew off.

XXX

After having turned the Vulture over to the proper authorities, Megaman flew back to his home in Midtown, quick changing into Peter Parker in the shadows when the coast was clear. "I'm home!" he announced as he opened the front door and walked inside.

"How have you been, Peter? We haven't seen you in a few days. Staying for dinner?" Aunt May asked as she paused in the preparation of the evening meal when looking over her shoulder.

"I've done OK. If nothing comes up, I'll be happy to stay here for dinner. I guess you know what happened with the Absorbing Man and Thor."

"Yes, Ben and I saw that. I was rather worried when you clashed with that ex-con, but I'm glad you made it through all right. Are you planning on joining the Avengers?"

"I am. By becoming an Avenger, I can become more legitimized with the authorities. Then I can tell J. Jonah Jameson to stuff it. How's Uncle Ben doing?" Peter asked.

"He's doing OK. He'll be back here in time for dinner. It will be nice if we can have a nice meal together like a family. How are you doing in school?"

"Fine, Aunt May. I can read fast and memorize things quickly, so school's no problem. I do have an admirer though."

May turned around from what she was doing. "Really? What's her name?"

"Her name's Debra Whitman. She's a blond with a gorgeous body."

"When did you first meet her?" May asked.

Peter paused at first. "She's the girl I rescued from Flash Thompson. I wasn't really interested in her at first, but she was so nice and sweet that I fell for her."

"Does she know about your extracurricular activities?"

"No. It would be too dangerous to involve her, and I don't know if I can trust her with that."

"That's smart, Peter. There's too much at stake for you to tell a girl you just like about your alternate lifestyle."

Peter laughed. "That's one way of putting it, Aunt May. I wonder what's on television right now."

However, before he could get too comfortable, Peter saw something startling on the news. On the screen, was a busty yet slender, brunette with a stripe running through the middle of her shoulder length hair, wearing a white, frilly tube top and cute off jeans that exposed much of her milky white thighs.

"_I wonder whether or not that's Rogue. She's at Central Park right in front of the Krupp building. If that really is Rogue, it's time she gets acquainted with Megaman!" _

"Gotta go, Aunt May!" Peter called out.

"What was that, Peter?" his aunt called out in response.

"I need to attend to my boyfriend in my alternate lifestyle," he said with a chuckle.

"What?!" Aunt May stormed into the living room. Then she saw what was going on in the news. "Ooh, that's what you meant. Be careful, Peter."

"I will, Aunt May." With that, Peter left the house.

XXX

As he flew several stories over the tallest buildings in the area, Megaman used his bird's eye view and vision powers to get a better look at what was going on. Then he noticed a buxom girl with a stripe running through the middle of her hair tossing a police car around with shameless ease. While people ran away from her, screaming, the few police in the area took potshots at her, the bullets bouncing of her well-formed chest yet putting holes in her tube top and threatening to shoot it off. _"There she is. Time to put this chick on ice."_

In a matter of seconds, Megaman arrived at Central Park. "Hold it right there, babe!" the caped warrior shouted as his cape billowed in the wind while he touched down several yards away from the troublemaker, putting his hand out to stop her.

"Babe?! Ah'm not your babe, sugah!"

"Who are you then?"

"Ah'm Rogue!" the striped haired woman said in answer, regarding the bare chested superhero happily as he slowly made his way towards her. _"He's tasty looking. Ah bet it will be fun to kiss and feel him up before Ah drain his power which looks to be a lot with all those muscles on him. What a gorgeous body he has! It's a pity he has to suffer. Ah like him, but Doctor Octavius has my cousin for a hostage. And she's the only one in mah family who hasn't disowned meh since mah powers surfaced."_

Upon approaching the Southern starlet with a sense of presence, he called out to her as he got closer. "Listen here, Rogue. I'm placing you under citizen's arrest. You can come with me or…"

"Or nothing!" With the advantage of surprise, Rogue went flying towards the hero, grasping him and giving him a sensuous kiss as her hands bypassed his cape and stroked his well-muscled back.

"Ulp!" The hero went into shock as the starlet put everything she had into the kiss, closing her eyes as she moaned.

A couple seconds later, Rogue's eyes popped open in surprise. _"What's happenin? Why ain't Ah absorbing his power? Is he somehow immune?" _Letting go, she touched his chest, shoving him backwards. "Who are you?"

Then the man grabbed her by her shoulders and quickly drew the woman towards him, saying, "I'm Megaman. I want you to tell all your friends about me."

"Why yah…" Rogue kneed the surprised warrior in the groin, elbowed him in the chin, and threw him towards a nearby tree, slamming him into it.

After removing himself from the tree, the hero got up and flew towards his foe. "What is this? Do you love me or hate me?"

"Nevah mind that. How dare you put your hands all over meh like that?" Rogue answered harshly as her bosom shifted against her tearing top. _"Ah need to take this guy out quickly. The power the Master Planner had me drain from that Titania gal at his base of operations is gonna fade soon, and Ah don't think mah usual strength will be enough from the power this guy's showing meh."_

"_What is it with this girl? That's the best kiss I've ever gotten! Maybe she's not as bad as I thought she was. As it is, she seems confused." _Megaman flew into the woman, tackling her down with him pinning her wrists down while looming over her.

"Let meh go!"

"What's the big idea?" Megaman demanded.

"_Ah'm almost out of time. Ah've distracted this guy enough. Ah need to get away!"_ Rogue contemplated as her breasts heaved upward finally breaking free of her torn top as she broke free of her distracted captor's hold. Using all the strength she could muster, she tossed him several yards away.

"Yeow! You're pretty strong, babe. But that still doesn't answer my questions." Her adversary stood back aghast at Rogue's state of undress, unable to take his eyes off of her.

"Ah don't have time to talk. So long!" Taking to the air, the young woman flew off.

"Oh, no you don't!" Megaman flew up after her. Rogue had taken off like a shot, leaving Central Park far behind, but after passing several buildings she began to slow down.

"Gotcha!" Megaman called out as he took hold of her waist, slamming her to the top of a 40 story building as they rolled on the roof together.

"Hold still!" Megaman demanded as he held the girl's wrists to the ground, her previously absorbed powers having been exhausted.

"Let meh go!"

"Do you want to tell me what was going on back there?"

"No, I don't."

Megaman calmly regarded the woman under his control with a wry smile. "You better tell me what I want to know or else."

"Or else what? You don't scare me!" the girl countered, staring back at him in defiance.

"Is that so?"

"Thaht's right."

"All right. Here it comes." To the surprise of the helpless girl whose eyes went wide at the sight, each bottom corner of Megaman's prehensile cape came up to his hands, seemingly by themselves, replacing his hands in holding the girl's arms up. Then he used his free hands to caress the sides of the girl, touching her vulnerable ribs and tickling her.

"Hahahaha! Stop!" _"Ah can feel his hands all over meh! He's being gentle, but Ah can't stand it! And for some reason Ah'm not draining him! Ah haven't been touched like this in ages, so I'm rather sensitive!"_

"You wanna talk? Talk or tickle. Which is it?" The girl wriggled helplessly as she tried in vain to get out of the hold she was in. Then her captor tickled under her arms.

"Hehehehehehe! Mercy!" In a fit of uninhibited giggling, the hapless girl kept on wriggling around, prompting the probing hands to slip downward to her ribs and touch belly button.

"Not that spot, please!"

"Surrender?"

"Yes! Hahahaha! Uncle! Mercy, please! Ah'll talk!"

"Now what's going on?" Megaman asked firmly as he ended his efforts, allowing the exhausted female to gasp for air as her bosom heaved upwards.

"Huff! Ah'm not really a bad guy," the girl gasped.

"What do you mean?"

"The Master Planner kidnapped my cousin and told meh he'd have her killed if Ah didn't do his bidding. Ah don't want my cousin hurt when she's the only one who accepted me for what Ah am."

"Really? What are you?" the hero asked.

"Ah'm a mutant with the ability to drain someone of their power with skin to skin contact. But Ah can't do anything to stop it, so most of mah family hate and despise meh."

"Is that so? You gave me a deep kiss and you haven't drained me."

"For some reason, yah're immune. That's one of the reasons Ah was so ticklish when you touched me. No one's been able to do that to meh. Ah'm sorry for all the trouble Ah've caused. Ah don't want mah cousin to get hurt. Yah gotta help meh," the helpless girl pleaded.

Megaman looked downward, noticing how pink and flushed the girl was as her bare, burgeoning bosom heaved with her every breath. Thus her pleas for mercy softened him somewhat. "I've heard that the Master Planner was up to something. Have you any ideas what he's planning?"

"Will yah help mah cousin?" the girl asked, looking up at him pleadingly.

"I can't promise anything."

"Yah have tah help mah cousin, please. Ah'll do whatever yah want, but mah cousin's safety comes first," the girl said firmly.

"All right. I'll do everything I can to rescue your cousin, but you have to be straight with me and let me know what's going on," Megaman said with a sense of seriousness.

"Ah'll do whatever it takes. Ah've got nothing to hide," the helpless girl stammered breathlessly.

"_You're telling me."_

The green garbed superhero let the girl up, noticing how tall she was, standing at five feet eight inches with a curvaceous and busty figure. The young woman regarded him as well, admiring his powerful physique. She then took hold of him and began to touch him, feeling him up.

"What are you doing?"

"Ah've never got to touch anybody before. Yah feel so nice."

"I don't believe this!"

Both of them turned to see, "Black Cat! It's not what it looks like!"

"Sure it isn't, Muscles!" the catty heroine snapped back. "Just when I was beginning to like you, you start making out with my arch nemesis."

"Look, Cat. Rogue's cousin is in trouble, so she's willing to cooperate with me. Besides, her power drains don't work on me," the hero answered back.

"Yes, I can see that. This girl's getting her jollies for the first time in her life." Then the Cat noticed Rogue's wardrobe malfunction. "It looks like you two are really enjoying yourselves. I thought I heard giggling. I guess you really tickled her fancy there, Perry."

Rogue looked down and blushed deeply, doing her best to cover up her impressive bustline with her arms. Then she smiled sheepishly.

"Anyway," the hero answered, tearing his eyes from the Southern starlet bosom. "Since we're all here, it's time for you to tell us what the Master Planner has planned, Rogue."

"All right. Ah'll do it."

XXX

AUTHOR'S NOTES: I hope you've enjoyed reading this. Be here next time for the Day of the Octopus! Just in case you were curious, here are the stats I'm using for Rogue which aren't the same as canon.

Rogue (Anne Marie)

FIGHTING: REMARKABLE (30) This level of fighting means natural and superior talent.

AGILITY: REMARKABLE (30) This level of agility and reflexes means the ability to do acrobatic feats.

STRENGTH: AMAZING (50) This level of strength means the ability to lift(press) around 50 tons

ENDURANCE: AMAZING (50) This level of endurance means metahuman stamina.

REASON: GOOD(10) This level of intelligence is above average.

INTUITION: EXCELLENT(20) This level of awareness means fine attention to details

PSYCHE: REMARKABLE(30) This level means trained to resist mind control

HEALTH: 180

KARMA: 60

RESOURCES: GOOD

POPULARITY: 0

POWERS:

True Invulnerability: INCREDIBLE(This means being able to withstand 10 tons worth of force including physical, energy, blunt or killing attacks)

True Flight: Remarkable(This means being able to fly at 225 miles per hour)

Regeneration: Excellent

Metabolic Resistance: Rogue has an Amazing rank level resistance to Drugs, Toxins and disease.

Psi-Screen: Having absorbed so many minds and abilities has made it hard to mind probe or control Rogue, thus she has Unearthly invulnerability to mental powers except for illusions.

Power Absorbtion: Unearthly on physical contact. If Rogue has contact with her target for a round, she gains the targets' memories, powers, abilities & talents for 6-60 rounds. target falls unconscious

Machines & Energy beings are immune,

If Rogue is in contact for more than 1 round, She must make a Psyche FEAT or permanently take over the powers with a loss of 1 rank of Psyche

TALENTS

Martial Arts: A(tae kwon do), B(street fighting), C(jiu jitsu), Aerial Combat, Detective, Weapons Master, Resist Domination, Multilingual (English, French, Spanish, Italian), Acrobatics, Tumbling, First Aid, Streetwise, French and Italian Cooking, Baking, Survival

These are the attributes, powers, and skills Rogue normally has before she drains someone.


	7. Dawn of the Octopus

Peter Parker Spectacular Superhero

!SPECIAL EFFECTS! _"THOUGHTS"_

Chapter Seven

"So what's The Master Planner's plan?" Megaman asked the girl in front of him with an imposing sense of presence while the Black Cat looked on, narrowing her eyes at Rogue with suspicion.

"He plans to blackmail the whole city with a nuclear bomb he bought from the Russian Mafia," Rogue answered with a sense of anxiousness.

"A nuclear bomb from the late Soviet Union? Most of those suitcase bombs have a short shelf life," Megaman replied incredulously.

"It's not a suitcase bomb. It's a four by four foot metallic box that's electrical. In addition to that, The Master Planner has worked on it so that the bomb will be more effective. Sooner or later, he's going to demand 100 billion dollars in ransom, and if he doesn't get it, he's gonna have the bomb go off and destroy the island of Manhattan."

"How much time do we have?" Megaman asked.

"He plans on starting everything tomorrow. But before we can do anything, we have to get mah cousin out of his hideout safely," Rogue demanded. "Ah also have to get some new clothes. Ah'm practically naked here."

Megaman looked upon the skittish girl, noticing how she was doing her best to cover up her half naked body with her arms and failing miserably. Despite the seriousness of the situation, he had a hard time taking his eyes off the sexy starlet.

"Do yah haveta stare so much? Ah'm embarrassed enough as it is," Rogue said as she blushed beat red from head to toe.

"Ulp! Sorry. I'll take you back to my base of operations where I should be able to find you something else to wear."

"I don't believe this! You're going to take my arch enemy into your home?" the Black Cat announced with a sense of shock and dismay.

"Ah wasn't trying to be yahr enemy! Ah was trying ta protect mah cousin. Ah'm sorry if Ah hurt yah, but from what Ah remember yah always defeated meh somehow. And it wasn't as if we've been enemies for all that long anyway."

The Black Cat turned towards Megaman in a huff. "Does the sight of a woman's barely concealed bosom turn you into so much silly putty?"

"Take it easy, Cat. I can normally tell when somebody's lying. But if it helps things, you can come along too."

"Why would you want me to come along?" the Black Cat asked pertly.

"Rogue needs to tell you what her cousin looks like and where she's probably being holed up," Megaman answered with a charismatic smile.

"Why does she need to tell me that?" the Black Cat answered, doing her best to resist the charm of the hero standing before her.

"So you can sneak into The Master Planner's hideout and rescue her. I've read the file on you; you're a trained thief. I know you can do it."

"What?! You're presuming an awful lot. What makes you think I will help her?" The dark clad super heroine stood there with her arms folded on her chest, breathing hotly and heavily as she coldly regarded him.

"Come on, Cat. I thought you wanted to help. Besides, whatever you think about Rogue, her cousin is innocent."

"It galls me that you even believe this hussy!"

"Hussy?!" Rogue countered pleadingly with tears. "Ah can't help the situation mah cousin is in. If yah want to lock meh up after mah cousin is safe, so be it. But help meh, please!"

The Black Cat regarded her arch enemy coldly without any emotion as her taut body stood at attention, ready for anything to happen. Then she calmed down. "All right I'll help, but you owe me, Megaman!" the Black Cat stated with her index finger poking him in the chest. _"This guy is so gorgeous. I'll be a good girl and help Megaman in this situation. Then I'll make my move on him."_

"Sure, Cat. I won't forget your help."

"All right. Now where do we go from here?" the Black Cat answered seemingly resignedly but smiling inwardly.

"Let's go to your home for now. Ah really need to get some new clothes," Rogue explained sheepishly, trying to cover up her blushing body.

"Yeah. I guess you do." !SMACK! "Hey!" Megaman yelled upon being slapped by the Black Cat.

"Pervert!"

"What?"

"You know full well what. Despite the danger of the situation, you can't take your eyes off the bon bons," the Black Cat replied harshly.

"All right, already. Let's go."

XXX

The three of them made their way upwards to the sky with Megaman carrying both Rogue and the Black Cat.

"Why do yah haveta carry meh? Ah can fly under mah own power," Rogue stated as the powerfully strong superhero took hold of her.

"I doubt you can fly as fast as I can. My base of operations is on an uncharted island several miles off the southern coast of Maine."

"An uncharted island? How is it you have a base over there with clothes for me to wear? Won't it be cold up north near the state of Maine?" Rogue asked incredulously with a shiver, thinking about her state of undress.

"That won't be a problem. I have heating over there; I even have spare clothes and running water. The place is solar powered as well. Now hold on. I'm going to increase my speed." !ZOOM!

"Yeow!" the women screamed as Megaman flew almost as fast as the speed of sound to their destination.

XXX

In a matter of seconds, the three of them arrived at a spot at the island, none the worse for wear. "It's rather tropical out here and cold at the same time. Are you sure this is where your base is? Why is it so far away from civilization?" the Black Cat asked as she looked around, noticing a lot of ice over everything.

"It's for the best that I have a base which is so far away and hidden in plain sight no one can bother me. Now hold on for a moment."

Megaman pressed his hand on a large ice covered mountain the size of a ten story building and the area of a football field. Then a man sized opening appeared and let them inside.

"This is sure a strange place to have a home. Can yah turn on the heater?" Rogue asked. She gawked at the inside of Megaman's base which looked like a large studio apartment with a lot of electronic equipment and all the amenities of life.

"Yes. Heat on, 78 degrees!" the host yelled prompting an invisible machine to hum causing the place to warm up."

"Ooh, that feels nice. Yah got everythin here, don't yah?" Rogue sighed, getting comfortable at the increase of warmth.

"That's right. I could practically live here indefinitely if it was necessary," Megaman answered as the opening in the ice wall in which they had arrived closed up behind them.

"Gee!" the Black Cat exclaimed as she looked around. "You really know how to live. How did you get all of this?"

"I used my super human strength and speed to build this place. I also get by with a little help from my friends."

"Like who?"

"Never mind that now. I need to call Maynard."

"Who's Maynard?"

"My friend," the hero answered, pressing a button on a dining table that created a screen on the wall that was six by six feet in area for his hi-tech computer which doubled as a modern, sophisticated communications, phone-like device.

"This place is huge! Yah live here by yahself?"

"Yes, I do. Hello, Maynard? Yeah, it's me, Megaman. I have a clue as to who stole that metallic steel case nuclear bomb."

"**Who is that, Perry?"** Maynard asked from the other end of the line as his face appeared on the screen as if he was looking straight at all of them. The little, medium built, brown haired man who wore coke bottled glasses, a black tie, and a white buttoned down shirt with a pocket protector containing four different colored pens.

"The Master Planner, the guy who got his powers the same time I did. I also believe he and that nuclear bomb are in the island of Manhattan, New York."

"**Gee, Perry. If it's in the area of New York, it will be easier to track it down. We've been tracking that bomb all over the world. I wouldn't have even known about it at all if my source in Russia hadn't told me that it was missing. If we find that it's there in New York, we can send in a crack team NSA agents."**

At that point, the Southern starlet jumped up excitedly, her eyes widening. "We haveta get mah cousin out of thar first!"

"**Who's the hot babe you have there?!"** Maynard asked, happily regarding the topless young woman who had forgotten about her previous wardrobe malfunction due to the comforting warmth of the place she was in at the time.

"This is Rogue. She's been very helpful, so I've promised her I'd help her get her cousin out of there before any of the fireworks get started. I'm willing to bet that her cousin is in the same place as the bomb."

"**Uh, yeah."** Maynard continued to stare at the girl whose bosom heaved with halted breath.

"Maynard!"

"**Oh, yes. All right. I'm already pinpointing where the bomb is located. Sheesh, I would have figured that bomb would have been in Cleveland or Copenhagen by now."**

Maynard took another look and noticed the Black Cat was there. **"Gosh! You got two girls there? You really know how to score! You're the man!"**

Megaman rolled his eyes and rocked his hair back from the front of his face. "It's not like that, Maynard. They're here to help me against The Master Planner."

"**Sure they are. Why is the one with a Southern accent naked? Gosh, she's hot!"**__The nerdy guy's glasses began to fog up as he stared in admiration of the Southern belle.

"Golly!" Rogue gasped. Upon remembering her previous wardrobe malfunction the startled starlet covered herself up with a nearby pillow, blushing more than a little bit.

"Where's the bomb located, Maynard?" Megaman demanded firmly.

"**Huh? Oh, that. Here are the coordinates. Wow! You won't believe this, Perry!"**

"What is it?"

"**The bomb's located in the Krupp building right across from Central Park."**

"Thaht's where we just were!" Rogue exclaimed excitedly.

Maynard paused for a moment, hoping he'd be able to see more of the girl who wasn't wearing a whole lot. **"I've been searching for this nuke for weeks now. Thanks for giving me a general idea where it was located, Perry, but I'm still going to have to tell…"**

"Hold it, Maynard. Take your time with this. The last thing we need is for a squad of government agents to go storming into the place. Think of the panic that would ensure. I'm sure The Master Planner has a good sized group of super villains working for him in addition to his usual hired agents. It would be better if I took care of this myself."

"**I can recommend letting you do that because you're near the area, but I still have to tell my bosses about this. Whatever happens be careful. This is Maynard signing out. Oh, yes, one more thing." **

"What's that, Maynard?" Megaman asked.

"**Change the channel to the news broadcast on ABC after I've signed off. The Master Planner and his henchmen have just taken over the station there. That's where he's giving his ultimatum."**

"I'll look into it, Maynard. Thanks for the heads up. Megaman out."

Upon changing the channel, everyone in the room noticed the visage of The Master Planner. Despite his glass and Three Stooges Moe Howard haircut, the doctor was a fairly good looking man with a fairly impressive physique. However, that was where the good points ended. His vicious and arrogant veneer was scary and revolting as he spoke into the camera. His men had everyone at the station covered with their laser rifles. No one at the station gave the slightest hint of resistance since one of the henchmen, at the behest of The Master Planner, had violently vaporized a reporter who has protested the intrusion a little bit too much.

"**This is The Master Planner! If my demand for a $100,000,000,000 isn't met by this time tomorrow, I will set off this bomb that will destroy the island of Manhattan,"** the criminal mastermind explained, backing up and showing the metallic box bomb that had a digital timer on it that showed there were only twelve hours left before it would detonate.

"**You have less than twelve hours to decide. I suggest you move quickly."**

Then Whitney Chang spoke up, getting out of her seat and confronting the criminal mastermind in an accusatory manner. **"Megaman will stop you!"**

"**Whaaat! How dare you speak to me of that long haired, muscle headed fool?!" **Otto Octavius responded in a rage. Then he turned away from the reporter and looked at the camera.** "If you want to try and stop me, Megaman, you're welcome to try. If I see you anywhere near my new base of operations, I will destroy you!" **With that having been said, the doctor and his men vanished.

At that point, the visage of handsome, well-dressed man of medium build in his in late thirties showed up on the screen. **"No matter what happens, we will not give in to terrorism!"** the mayor of New York announced, pounding on his desk for emphasis as he looked into the camera.

"**If you're out there listening, Megaman, hurry up and stop The Master Planner before it's too late!"**

"**There you have it, folks,"** Whitney Chang announced as she took her usual seat and looked into the camera. **"We're going to have experts on the bomb that we saw here today, so we can determine how deadly the bomb of The Master Planner is. Then we can all pray that Megaman can stop this pyschopath. If you're out there, Megaman, please stop this madman!"**

"All right, ladies. We need to act quickly," Megaman stated with a calm that belied his anxiousness over the situation.

"How about mah cousin?!" Rogue exclaimed in a huff, dropping the pillow she had back on the sofa from which she got it.

The green eyed hero turned towards the Southern starlet, once again taking stock of the young woman's state of undress and noticing how her body stood at attention. "Um, yes. Well, er uh… Heh, heh."

"What's the matter?" the Mississippi maiden asked, walking over to him innocently with a charismatic smile as she looked up at him.

"Perry, can you tell your new girlfriend where she can get something to wear?" the Black Cat said with her eyes rolled.

"Oh, yeah. I'll be right back."

A few minutes later, their host returned with some clothes. You can change back in there," he said, pointing to an empty room. Upon taking the offered clothes, Rogue walked off into the other room.

After changing, Rogue came back wearing a pair of boots and a yellow zipped up jumpsuit that was rather tight but form fit her like the skin on grape. "These clothes feel kinda of nice. How is it yah had woman's clothes on hand when yah live here all by yahself?"

"I've gotten clothes from a place that used to be a part of a clothing department, so there were some leftover clothes around there. I never thought I'd have a need to utilize them until now. Anyway…" The hero paused as he noticed how the jumpsuit hugged the girl's curves and upper body, looking as if she would come out of it at any moment.

"Hello! Earth to Megaman!" the Black Cat called out, snapping her fingers in the man's face and breaking his train of thought.

"Oh, yeah! All right. Let's take off for the Krupp building. It's best we do it while it's dark so we can sneak into it before Doctor Octavius gets his plans under way," Megaman said with a sense of urgency.

"First Ah have a question."

"What's that, Rogue?"

"Why have the Black Cat and the guy on the screen kept callin yah Perry?" Rogue asked, blinking her eyes in curiosity.

"Perry's my nickname," the hero answered.

"Actually his real name is Perry Gone, or so he'd have everyone believe," the Black Cat interjected.

"That will do, Cat. Anyway, let's get to work and plan for how we're going to get Rogue's cousin out of harm's way."

XXX

After making it back to New York a little after midnight, Megaman and Rogue hid in the shadows of the Krupp building while the Black Cat had used her stealth skills to sneak inside of it.

"How long is she going to take?" Rogue whispered impatiently.

"Relax, babe. It's only been ten minutes," Megaman responded. "It takes time for someone to sneak inside a building and find another person without making any noise. Cat knows what she's doing."

Inside the building, the darkly clad sex kitten slinked her way through the blackness, the lights being off.

Several yards from her in the light, two men of medium height stood guard wearing light green skintight armor with dark green trim, holding silver and black laser rifles. One of them paused for a moment. "Did you hear that, Stan?"

"No, Ned. You've been hearing things all night. You need to relax. There's no way someone could enter in here without setting off an alarm, especially a muscled headed moron like Megaman."

"How do we stop someone like Megaman?" Ned asked with concern. "I heard the guy was practically invincible."

"We wouldn't have to stop him. All we'd have to do is hold him off until Titania, Scorpion, or the Radioactive Man could take him on. And if that doesn't work, The Master Planner has already built a giant sized robot that can take on Thor if it had to. So there's nothing to worry about. This is easy money as far as I'm concerned." Stan stood there, comfortable under the motorcycle like helmet he and the other one wore.

The Black Cat kept on moving until her eyes went wide as her ears heard something important.

"What do you think of that hot piece of ass we got tied up a few feet away? Would you like to put the bricks to that or what?" Stan asked with a viciously toothy smile.

"I sure would. Maybe the Doc will allow us to partake of her when this is all over," Ned replied, raising his eyebrows lasciviously.

"Come to think of it, I better go check on her right now. I bet she'll be happy to see me. Heh, heh." Ned watched Stan walk off and press a few numbers on a punch key pad nearby a closed door that opened after he was done. Then he stepped into the room, shutting the door behind him.

"_So that's where she is. It's time deal with Ned over there. There might be video cameras where he's standing so I have to get him to come over here."_ While still hiding in the shadows, the Black Cat used the heel of her foot to kick the wall, causing a small noise.

"What was that? Now I know I heard something that time!" Ned walked over to where the Black Cat was hiding only to be grabbed, choked, and nerve pinched into unconsciousness.

"_One down, one to go. Time to…"_ The Cat's thoughts were broken when a young woman matching Rogue's description of her cousin came running out of the room with her clothes disheveled. She had long, sandy blond hair with a fair skinned complexion. Her busty physique was similar to Rogue's but shorter and stockier.

"Ned, stop her!" a voice called from the room as Stan came running after her only to run into one of Black Cat's stiletto boots. !CRACK! "Ungh!"

"Sally May, I presume."

"Yeah, that's meh. Who are Yah?"

"I'm here to help you. Come with me." Taking hold of Sally May, the Black Cat ran off, leaving the building.

XXX

"I got her. Let's get out of here!" the Black Cat said to her compatriots with the former captive in tow.

"Sally!" Rogue cried out upon seeing her cousin.

"Ann-Marie!" The women embraced.

"All right, ladies. It's time for us to get out of here," Megaman said with a sense of urgency. "Did you get to see the nuclear bomb, Cat?"

"I saw it, but I couldn't get to it; it was too well guarded. Even The Master Planner himself was there. I didn't want to take the risk of fighting him and all those other super villains, so I kept out of harm's way."

"Did it look like it could blow up the island of Manhattan?" Megaman asked.

"Yes. It's a whole lot more potent than a suitcase bomb. As it was, The Master Planner was working on it, making the bomb even more dangerous," the Black Cat answered.

"I see. Did you get some video of the bomb?"

"Of course I did. I also managed to quietly toss some tracking devices on it as well. Take it easy, Megaman. I know what I'm doing."

"All right. Let's go."

XXX

Eventually all of them arrived at NSA headquarters in New York, giving the authorities all the information they had on the bomb and what The Master Planner and the super villains with him were doing.

"How did yah know where to find meh, Ann-Marie?" Sally May asked her cousin after having gotten clothes to replace the ones that had been torn up by her previous captors.

"Ah couldn't have done it without Megaman here," Ann-Marie answered, motioning to the hero who had helped her.

"Don't forget me, Rogue. Megaman doesn't have the stealth abilities to sneak inside The Master Planner's base the way I did."

Rogue turned away from her cousin and regarded the Black Cat for a moment. "All right. Ah appreciate what you've done. And Ah never meant to become your enemy. Ah just wanted mah cousin safe."

"Yeah," the masked woman said with a hint of bitterness.

"Come on, Cat," Megaman interjected. "No need to be upset. Besides, it's not as if Rogue got off scot-free. I did tickle her into submission." He gave her the most charming smile he could come up with but to no avail.

"That's real funny," the Black Cat answered with a roll of her eyes. "Rogue does all kinds of evil and her punishment is being tickled pink and breathless? She probably enjoyed it, seeing as that was the first time someone was able to touch her in her entire lifetime."

"Hey! Ah wasn't evil, Ah was protecting mah cousin! But to tell the truth, Ah think yah're jealous."

"What?! How dare you…"

"Ah've seen the way you've looked at him. Yah want this guy."

"Oh, really? Do you want him, hmm?"

"Maybe Ah do. He actually gave meh a second chance and helped with the rescue of mah cousin. Ah'll never forget that." Rogue turned towards her host with a sweet smile. "Ah gotta thank yah fo' believing in meh and not judging meh despite what the newspapers were sayin."

"No problem, Rogue. I'll also be sure to tell the Federal government how cooperative you've been. But it's not over yet."

"Whatya mean?"

"We still have to stop that bomb. I'd appreciate your help in this matter. We can find a safe place for your cousin in the meantime."

"All right. Yah've been good to meh, so Ah'll help."

Then Megaman turned towards the other compatriot. "You want to help us stop that bomb, Cat?"

"Normally I'd leave right now, but after seeing how big and powerful that bomb really is, there's pretty much no escaping it. So I'm in."

At that point, one of the NSA agents walked over to Megaman with a phone in his hand. "This is for you," the well-dressed young man said.

"Thanks. Hello?"

"**Hey, this is Maynard again. I've talked with my superiors and there's no time to send anyone else over there. You'll have to take care of this problem yourself until help arrives."**

"All right, Maynard. I'll start working on this right away."

"**Be careful, Perry. That bomb will turn New York City into a parking lot if it goes off."**

"I got it, Maynard. Talk to you later. Good-bye." Then he turned towards the others. "We're gonna have to…"

However, before Megaman could give the phone back to the agent, the main monitor in the room came on, showing the face of, "The Master Planner!"

"**That's right, fool! I know you were near my base of operations, so I've moved. You'll never know where the bomb is now. It doesn't matter if Rogue's cousin is no longer in my care or not. And I've also found the bug your feline friend planted, so you won't be able to track it down. My plans will still come to fruition regardless of what you've done. Thus you'll have to find out what my demands are along with everybody else tomorrow morning. You should have taken me up on my offer when you had the chance, you arrogant pup!" **

"_Hmm!"_ Megaman immediately used his N-Ray vision to check the place for bugs or anything else. _"There they are. This place has so many bugs in this place that the security here is like a sieve. There's no way I can trust these people with any serious secrets,"_ he thought to himself as he made his search.

"What are you doing?" one of the NSA agents asked.

"I'm looking around for bugs and hidden video spy cameras, some of which I've just found. The security of this place leaves a lot to be desired, but I can't be too critical. The Master Planner is a genius with super human intelligence after all."

"Oh," the agent replied with embarrassment.

Then Megaman turned back towards Rogue and the Black Cat. "In the meantime, we need to wait for the Master Planner to make his move. Until then, we can have your cousin placed somewhere safe, Rogue."

"That takes a load off mah mind. Ah'll do whatever it takes to help yah. Ah won't forget how yah believed in meh and helped mah cousin."

At that point, several other men whom Megaman knew walked in the room. "These are the guys who will make sure your cousin is safe, Rogue."

Rogue paused for a moment. Then she walked towards Megaman and surprised him, giving him a passionate kiss. "Ulp!"

"Wow, now that's a great kiss!" one of the NSA agents there gasped with the other agents smiling in agreement.

"I'll say."

Megaman looked around being a little embarrassed at the situation, but Rogue just smiled.

"Thanks, Perry. Ah'm going with them for the time being, but I'll be back as soon as possible. How can Ah contact yah?"

"Meet me at the top of the Krupp building as soon as you can. If I find The Master Planner elsewhere there will be all kind of fireworks to the point that finding me will be pretty easy."

"Ah right. Ah'll be there. Let's go, Sally May."

Sally turned towards Megaman and said, "Thanks for rescuing meh and helping mah cousin."

"You're welcome," the hero answered happily. Then Rogue, her cousin, and the men left.

"What now, Megaman?" the Black Cat said with her arms folded on her chest, looking up at him suspiciously.

"Now we search for The Master Planner and that bomb of his."

"That's nice, but I still have trackers on that bomb," the Black Cat answered.

"If that's the case, we can go there right now," Megaman said confidently.

"That's a bad idea. The Master Planner will probably be able to see you coming from a mile away. The best thing I can do is track him down quietly."

"I can fly far away from you, so that The Master Planner won't be able to know I'm there."

"How can you do that?"

"I have x-ray and telescopic vision. It won't be hard to keep track of you without being noticed by anyone else. Let's go. There's no time to lose.

"All right. I…" The Black Cat paused for a moment. "You have x-ray vision? That means you've probably used your vision powers to see me naked."

"Look, Cat. I have better things to do than that. Let's get cracking on this."

"OK. I'm on my way." With that, the Black Cat took off.

After the Black Cat had left, Megaman looked around for a moment, using his vision powers to make an even more extension search for any kind of electronic devices that shouldn't have been there. Then he took off after the Black Cat.

XXX

AUTHOR'S NOTES: I hope you liked the abrupt change I've done with this fanfic. If any of you have any suggestions, feel free to leave me a review about it.


	8. Day of the Octopus

Peter Parker Spectacular Superhero

!SPECIAL EFFECTS! _"THOUGHTS"_

Chapter Eight

After having spent a couple of hours going through the NSA base with a fine tooth comb using his X-ray vision powers, Megaman figured he had taken all the bugs out.

"I'm back!"

"Black Cat! What are you doing back here so soon? And how did you get back in here?" the caped hero asked.

"I'm a master thief remember? Anyway, the Master Planner is having the bomb moved to another location as we speak."

"How do you know this? I thought Master Planner found all of your tracking device and removed it," Megaman replied.

"I used one of them as a decoy. This is the best time to surprise him. Now let's go!" the Black Cat demanded anxiously.

"How about Rogue?"

"We can't wait for her. We need to go now!"

"All right, but I'm using my Avenger ID Card to see what other Avengers are available. There's no telling how many super villains the Master Planner has working for him."

"That's great. We can use the help of Thor, Ironman, Captain America, and the others," the Black Cat responded hopefully.

"Um," Megaman said, looking away from his friend askance.

"What's the matter?"

"Most of them aren't in the Avengers anymore. Only Captain America and some newbies are in the Avengers now."

"Who's available to help right now?" the Black Cat asked.

"Only one."

XXX

"Where are we going, Cat?" Megaman asked his passenger, carrying her by the back of her thighs and back as she pointed to where she wanted them to land.

"It looks like we're on our way to an abandoned Daily Globe factory building," the Black Cat answered as she looked at her tracking device. "That would be a good place to hide practically anything. Let's land over there by that dark corner of the building. From there you can break through like gangbusters while I sneak over to the bomb and try to diffuse it."

"All right," the hero confirmed. Upon touching down in a dark corner of the abandoned building, he let his passenger go.

"And one more thing. Before you make your presence known, give me ten minutes." That having been said, the Black Cat's shadowy form disappeared into the darkness.

While skulking in the shadows, the Black Cat eventually found herself in the center of the building where there was an unusually high ceiling. In the building was a shiny, silver colored 50 foot robot that stood still. Its feet were blocked from view by three machines, the size of 6" by 3" welded to the ground. The giant robot was a replica of the Master Planner that seemed to be staring at her through its glasses which also resembled the doctor. Then the lights came on.

"What have we here?" a voice rang out.

"What the…" The Black Cat whipped around sharply, noticing the man with the sugar bowl haircut, his four metallic arms moving with slow precision as he glared at her through his glasses.

Then the Black Cat noticed prominent figures behind the doctor, notably the Radioactive Man, Electro, and a tall, statuesque woman with a gorgeous, muscular body. In addition to them were a couple dozen armed agents of the Master Planner led by Niner.

The Radioactive Man was a large, muscular looking bald man with light green skin wearing a green cloth with a yellow star on the chest over the center of his body that went from his shoulders to his thighs. His eye glowed without irises as he regarded the Black Cat menacingly.

Electro was a moderately muscular man wearing a tunic made of green with yellow trim resembling lightning, his three pronged mask, gloves, trunks, and boots especially. Electro readied himself for battle, electricity appearing on his impatient hands.

The tall statuesque woman glared at the Black Cat, silently growling as she slowly walked towards her in dark purple uniform and thigh high boots, her uniform resembling an open midriff bikini.

"So the kitten has come here to play," the impressively built woman announced as she thrust herself forward, moving her shoulders back and standing straight with her hands on her hips. Upon walking towards the Black Cat in an intimidating manner, her six feet two inches tall frame closed the gap between them, presenting an imposing as she breathed in and out heavily.

"Titania. So Master Planner is the one holding your leash this time," the Black Cat announced unflinching in the face of the powerful villainess.

"How did you find me here? Bah, never mind. You were a fool to come here alone, Black Cat. Your meddling comes to an end here and now," the Master Planner stated with a harsh, coarse voice behind the super villains and the henchmen he had hired as his metal legs stood him up about two feet higher than his normal height of five feet ten inches.

"I'm not alone, I brought a friend along. Come on out, Megaman!"

"There is no one else here, fool!" the doctor snapped back.

!SMASH! "It's Megaman!" an agent called out as the powerful superhero came crashing through the wall.

"And don't forget Squirrel Girl!" the fuzzy chick announced with a dramatic pose upon using her super speed to come through the hole Megaman had just made with her pet, Monkey Joe on her shoulder.

"Squirrel Girl? What a joke!" Titania said mockingly as the super villains and their henchmen laughed aloud.

"Don't make fun of me! I'm a serious superhero!" Squirrel Girl demanded with her hands on her hips and her eyes glaring in frustration at the contempt the super villains there were showing her.

"All you brought with you was Squirrel Girl?" the Black Cat gasped incredulously. "This is going to be a long day."

"Take it easy, Cat. Squirrel Girl was the only one who could make it. Now let's get to work," Megaman answered, the wind coming through the hole he made, tugging his cape behind him as he stood there in an impressive pose. Then he made his way towards the criminal mastermind.

"_He's gorgeous!"_ the fuzzy chick thought to herself as she stole a few peeks at the hero's naked muscular chest and abdominals.

"Kill them. Kill them all!" Otto Octavius ordered.

At that point, Titania rushed Megaman while Electro and the Radioactive Man attacked Squirrel Girl and the Black Cat respectively. However, unbeknown to anyone there, the fuzzy chick's pet squirrel had leapt off of his mistress's shoulder and stealthily made its way towards the cased nuclear bomb.

"Quit dodging me, you goofball bitch!" Electro called out as he attempted to blast the fuzzy chick with several lightning bolts of energy.

"I'm not goofy!" Squirrel Girl ran with so much speed that she easily avoided the fast paced electricity coming from Electro's hands.

"Stay still!" !ZZGGT!

"No!"

"I'll get you, my pretty, and your little squirrel too." Then Electro paused for a moment, looking around as if something was amiss. "Where is that squirrel anyway?"

"Never mind my pet squirrel. You're dealing with me!" the fuzzy chick called out, bridging the gap between herself and the electrified villain as she encircled him at super speed.

While that fight was going on, the Radioactive Man attempted blast the fast moving Black Cat with radioactive energy, incinerating a nearby crate instead.

"You missed me, Radiation Man!" the Cat called out upon leaping in an arc towards her opponent with aerial acrobatics.

"That's Radioactive Man!"

"Whatever."

"You have been a thorn in the side of many a super villain, Black Cat. Well, this time I'll do them all a favor and finish you off for good."

"Bring it on, baldy."

While these battles raged, Titania sauntered towards her new opponent. "It's time we had our rematch, Megaman."

"Yes, I can tell you can't wait to get your hands on me."

"How dare you talk to me like that?! You don't want any of this, Greenie. Hwaa!" The statuesque woman extended herself trying to nail Megaman with a roundhouse kick that missed when her opponent shuffled backwards at an inhuman speed.

"You'll have to do better than that, babe. Let's see you handle this." Upon the exhaustion of Titania's attack, Megaman zipped forward, gliding on the ground as if he was on a moving surfboard. Then he struck her in the chin with a right cross, knocking her head to the side. After that, he nailed her in the stomach with a left snap kick. Then hit her chin again with an elbow. That having been done he hit her on the top of the head with an axe handle attack, sending her to the ground in a heap.

"You can't beat me; I'm invincible!" Titania announced. Upon getting up quickly, the Amazonian warrior charged him, striking wildly with punches and kicks until she got in a powerful strike that knocked the caped hero several yards back into a wall, making a huge dent in it.

"You are pretty strong, babe. So I'll have to take you more seriously," Megaman said upon removing himself from said wall.

"You're no match for me. All I have to do is walk over to you and beat the daylights out of you," Titania said, making her way towards the hero.

"You wanna go head to head, babe? Let's do it," Megaman replied, surprising Titania with his speed as he moved in on her, responding with several punches and kicks of his own, most of which struck home. Upon the last volley of Megaman's attacks, Titania went down like a ton of bricks.

"Oooh!"

"Hmm." Megaman regarded his helpless foe, noticing how her midriff open tunic had opened up a little bit more. Then he looked over at his comrades, noticing that the Black Cat was ending her fight with a roundhouse kick to the side of the Radioactive Man's head, knocking him out. Then he saw Squirrel Girl running circles around Electro, avoiding getting hit by the villain's deadly electricity. The villain kept firing energy blasts wildly at the fuzzy chick until he realized he was slowly rising upward.

"Ungh. I'm getting dizzy. Oooh," Electro moaned as Squirrel Girl's circling cyclone raised him higher and higher a few yards into the air until he passed out.

"And that's a wrap," Squirrel Girl said upon letting her unconscious opponent drop to the ground with a thud.

"It's your world, squirrel!" Megaman complimented the fuzzy chick.

"Don't make fun of me," the fuzzy chick demanded with her bucked teeth out jutting out in Megaman's direction.

"Hey, I wasn't making fun of you, Squirrel Girl. I was simply impressed with how well you're doing," Megaman answered assuredly.

"Um, we better not celebrate too soon," the Black Cat interjected as she realized that there were several armed men drawing a bead on them with their laser rifles on them.

"Gun them down!" the Master Planner ordered with his arms folded on his chest as his tentacles raised him up several yards above the ground.

As soon as the agents fired upon the heroes, Squirrel Girl and the Black Cat recoiled, leaping backwards, taking cover wherever they could find it while Megaman simply made his way forward, oblivious to the laser bolts that bounced off his indestructible hide.

"It's over, Otto."

"Fool! This is not the end. This is not the beginning of the end; it's the end of the beginning."

"It's over." Megaman stood there, his cape billowing in the wind as he stared intently at his arch enemy, causing him to pause.

"It's not over until I say it's over! Let me introduce you to my big friend." Doctor Octavius motioned upward to the giant robot replica of himself which moved upon his mental command.

"You expect me to be afraid of that big hunk of junk?" Megaman countered with a laugh. However, the hero was surprised when one of its four telescopic tentacles came down on him like a hammer, smashing him into the ground. "Oof!"

"I built that giant robot myself out of adamantine steel. It's indestructible. There's nothing you can do to stop me now." Then the criminal mastermind turned towards his right hand henchman. "It's time to set the bomb off. I'll be sure to let the people of New York know the blame for the city's destruction lies on the head of their hero, Megaman. Now Niner, bring the bomb to me!"

"Right away, Boss." With that, the ninja vanished.

"You're not blaming me for anything, Octavius!" With a burst of strength and powered flight, Megaman made his way upward with the robot's tentacle in tow. Then he used a martial throw maneuver that slammed the whole robot's body onto the floor with so much force that the building and ground shook as if there was an earthquake occurring.

The robot wasn't out of the fight yet as it got to its feet and blasted his opponent with a dark red, heat ray, stunning him.

"Ungh!" _"That energy blast hurt! I'm going to have to avoid getting hit with that attack,"_ Megaman thought as he began to recover.

However, before the hero could recover completely, the robot grabbed him and threw him outside through a high window, taking him a few blocks away.

"Fools! It doesn't matter whether or not you can defeat my robot. As soon as I've pressed this button, Manhattan Island will be destroyed while my men and I will have teleported away."

"So that's your game!" the Black Cat retorted upon finishing off the remaining henchmen agents.

"You don't scare us. We'll stop you cold!" Squirrel Girl announced, zipping right in front of the courageous feline while facing the bespectacled villain with a look of fearless bravado.

"Is that so?"

"Yeah!"

"Don't antagonize him, Squirrel Girl," the Black Cat whispered. "I haven't diffused that bomb yet."

However, the fuzzy chick held her ground with a look of defiance. Then the doctor pressed the button. "You can feel free to enjoy your death and destruction." With that, the Master Planner and his men vanished.

"Thanks a lot, little girl," the feline heroine said with her eyes narrowed in the fuzzy chick's direction. Then she ran towards the bomb.

"That's Squirrel Girl and you're welcome."

The Black Cat's eyes widened as she took a closer look at the bomb. "I was being sarcastic. There's no way I can diffuse the bomb in time now, so it's going to go off and destroy us all. It irks me how you're just standing there posing as if there nothing's amiss."

Squirrel Girl calmly turned towards her compatriot and smiled as her pet squirrel leaped over to her, landing on her shoulder with a cheerful chirp. "I'm not afraid of dying. Hey, we did the best we could. The only thing to do now is to grin and bear it."

"Grin and bear it?! We're all gonna die! What's wrong with you?!" the Black Cat exclaimed with a sense of urgency.

"There's nothing wrong with me. I'm a fearless superhero. Besides, there's nothing to fear but fear itself."

A look of incredulity appeared on the Black Cat's frightened face. "You're giving me platitudes in the face of death? Are you crazy?! I told you not to antagonize him. I could have sneaked over to where the bomb was and diffused it somehow while you made yourself useful with your talkative nature by distracting him. But because of your big mouth, that thing's gonna blow us all to kingdom come. How dare you stand there like that in some heroic pose as if you've won the day?"

While this was going on, Megaman was in a heated battle with the gigantic robotic copy of Otto Octavius that marched down the street, swinging its huge tentacles with surprising speed, smashing buildings on both sides of the road into rubble as it made its way towards the one that it had thrown several blocks away.

The feet of the giant robot pounded the ground, making the ground quake with every step. Then it bellowed loudly.

**"This is the voice ****of the ****Master Planner. This city is doomed! In a few seconds, my bomb will go off destroying the island of Manhattan, thanks to the interference of Megaman. After that, my robot will arrive in Albany, New York. If my demands aren't met there, that city will be destroyed as well! But for now, my Octodroid will destroy you all!" **

"Look out! Here it comes!" someone screamed as the giant robot clamped its way forward, seemingly oblivious to the cries of fear and anguish the people it crushed under its heels screamed.

"Hey, what's that green blur in the sky?" someone called out, pointing upwards.

"It's a bird!"

"It's a plane!"

"It's Megaman!"

The green garbed superhero came streaming through the sky, zeroing in on the robotic monstrosity until… !KRAKADOOM!

Upon flying back further than he had been thrown, Megaman smashed into the octodroid fists first, using his momentum to add to the power of his charge. The robot appeared to be stunned as it shook its head, but the hero didn't let up as he continued to pound on the metallic monster until it began to give way.

However, before the robot faltered, it looked down at Megaman who was almost at its face and blasted the hero with its eyebeams again, engulfing Megaman in a wave of red energy. "Aaarrgh!" As Megaman dropped to the ground stunned, the giant robot raised its leg and stomped the hero into the pavement.

"**Give in to despair; your position is hopeless!" **Octavius's voice demanded from the robot Megaman fought.** "You're no match for my limitless intellect. Therefore my octodroid will destroy you and the rest of Manhattan as well!"**

"Never!" Megaman screamed, flying upwards and lifting the robot's foot from off of himself, causing the machine to fall to the ground on its back.

However before the robot hit the ground, Megaman noticed an attractive, busty young woman wearing a yellow chiffon dress trying to run as fast as she could in her high heel shoes in order to get away from the falling octodroid. "Nooo!" she screamed as the giant robot's shadow blocked the sun as it came crashing down on her.

"_Uh, oh!"_ Flying faster than the speed of sound, Megaman grabbed the frightened female and flew her to safety before the robot hit the ground where she was only a fraction of a second previously.

"Thank you, Megaman. I've never been so frightened in all my life," the voluptuous woman gasped, her breasts heaving from her previous exertion. Then Peter noticed the woman's dress had torn off of her, leaving her only in her underwear.

"Uh, you're welcome. You might want go inside there and put something on," Megaman said in reply as he landed near a clothing store that had had the front of it smashed in.

"Hmm? What are you talking about?" the woman asked, looking up at him quizzically as he let her go. Peter could not help but take another look at the oblivious woman's half naked physique. Then she looked down and noticed her state of undress.

"Oh!" she said, blushing red from head to toe as she covered up her bosom with her arms and ran into the store, her long, blond hair trailing behind her.

At that moment, Megaman turned around and noticed the shadow of the giant robot looming over him menacingly.

"**It's not over yet, you muscle headed fool. Soon Manhattan Island will be blown to bits while my indestructible robot will survive to do my bidding again and again. As it is, my thermonuclear bomb should be going off any time now. Until then, I'll leave you to the tender mercies of my giant sized octodroid. Goodbye."**

Upon the end of Master criminal's transmission, the robot attacked with renewed ferocity, moving with speed that surprised its opponent.

"Yeow!" Megaman called out as he barely avoided getting stomped on. "I need to hit this thing with everything I got."

As the robot's fast moving tentacles came close to hitting him, Peter flew upward, throwing caution to the wind as he struck the torso of the robot as fast as possible.

!CREAK!SMASH! In a few minutes of giving ten hits for every one he took, Megaman destroyed the robot, knocking it to the ground in a heap of smoldering metal.

"_Oh, no! I forgot about the bomb!"_ Peter thought with dismay as he made his way back to the building his friends were in.

For a moment while Megaman was flying faster than the speed of sound, there was silence. Then there was nothing.

XXX

"Whew! That robot was pretty tough, but I beat it," Megaman stated as he flew in through the hole he had made earlier.

"Good for you, Megaman. Everything's clear on this side," Squirrel Girl stated confidently.

"You mean your pet squirrel was able to diffuse the bomb?"

"That's right. I was in mental rapport with Monkey Joe the whole time. The schematic of the bomb the Avenger's computer printed out was very useful. It was child's play for me to get my pet inside the box bomb and bite away at the right wires, keeping the bomb from going off. Isn't that right, Monkey Joe?"

The little squirrel nodded its head upon the end of its mistress's speech. "Chirp!"

"That's great, Squirrel Girl. I'm happy to have had you along. I don't care what anybody says; you're a great superhero."

The fuzzy girl blushed. "Gosh, thanks, Megaman."

"Wait a minute!" the Black Cat stammered in a rage, turning towards the fuzzy chick. "You knew the bomb had been neutralized, yet you stood there as if you were fearlessly going to die?"

"Yeah. That was a great speech I gave, wasn't it?"

"How dare you make me sweat like that?" the Black Cat complained, giving the fuzzy chick a harsh glare with her arms folded on her chest.

"Is anybody in there?!" a Southern voice called out.

"We're in here, Rogue!" Megaman answered back.

"What happened? Looks like y'all started the party without meh."

"Sorry about that, Rogue, but there wasn't any time to lose," Megaman answered.

"How did everythin go?" Rogue asked.

"It went all right. Squirrel Girl stopped the bomb from going off, and we defeated the Master Planner and his army of agents and villains. The only thing that happened is that he escaped." Megaman paused for a moment. "I'm going to have to deal with that guy sooner or later, and when that happens…"

"Let's not worry about that now. There has to be hundreds of people buried underneath all that rubble. We need ta help those people out before we do anythin else," Rogue explained.

"That's right, Rogue. We'll worry about the Master Planner and his schemes later."

XXX

After the authorities had rounded up the super villains and Damage Control had taken away the remains of the Master Planner's giant robot, Valerie Harper of the National Security Agency had debriefed Megaman and his compatriots. Then Megaman made his way home.

"Where are ya going, Megaman?" Rogue asked as she kept up with him.

"Just going home, Rogue. It's been a long day."

"Ah was hoping we could spend some time together," the Southern girl asked.

"I'm not sure about that, Rogue."

"Call meh Anne-Marie."

"Anne-Marie. There's someone else in my life right now," Megaman answered calmly.

"What?! How can that be?! Yah're the only one who can touch meh. How could yah do that to meh?!" Rogue answered sharply.

"Wait. I never made any promises."

"Yah can talk to meh like that after yah put yahr hands all over meh?" the rankled girl said with barely concealed sadness.

Megaman looked off into the sky for a moment. Then he turned towards the beautiful girl flying right beside him. "You're interpreting what has happened incorrectly. And don't forget how I helped you with your cousin and believed in you. Are you only interested in me because I can touch you where others can't?"

Ann-Marie paused. "Ah guess yah're right. It was fun being able to touch someone. Ah meant to tell yah that Ah was joining up with the X-Men. Ah don't know how things will go from there, but if there's ever a time yah're available, let meh know."

"Sure, Ann-Marie."

With that, Rogue flew off in the direction of Greenwich Village.

XXX

AUTHOR'S NOTES: I hope you liked the mild change I've done with this fanfic. If any of you have any suggestions, feel free to leave me a review about it.


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